• In this user agreement (“agreement”), “we”, “us” and “our” mean PricewaterhouseCoopers (Dubai Branch) - a branch of a foreign entity, registered and existing under the laws of the UAE, holding Professional License No. 102451, having its principal place of business at Emaar Square, Building 4, Level 8, P.O. Box 11987, Dubai. “User” refers to you together with your employer entity and/or entity on whose behalf you use this tool. “Tool” refers to the Digital Trust Manager tool.
• Your use of this tool or any content, information or report provided as part of this tool, constitutes your acceptance of these terms. If you do not agree to these terms please do not use this tool. These terms are between you together with your employer entity and/or entity on whose behalf you use this tool (together referred to as the “user”) and PricewaterhouseCoopers (Dubai Branch).
• You represent that you are authorised to enter this agreement and agree that you will comply with its terms.
• You will be provided with right of access to the product which allows for the electronic self assessment in accordance with the agreement.

Access to, use and performance of the product

• We may suspend the availability of this tool or change the tool at any time. You acknowledge that the tool may not be available at all times and we will not be liable or responsible to you if the tool is unavailable or for any loss of data or information. We will take all reasonable steps to keep the information you provide to us secure in accordance with industry standards. However, the internet is not a secure environment and we cannot be responsible for the security of any information you transmit to us.
• You must not: (i) infringe our intellectual property rights or those of our licensors; (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the product except to the extent permitted by non-excludable laws; (iii) use the product to provide services to a third party (unless otherwise agreed by us); or (iv) duplicate, modify or create a derivative work from the product without our prior written consent.
• You will be liable for the acts and omissions of any account holder (email holder) for which you have provided authorisation to use the product..
• We may terminate this agreement and your access to the product (or any part of the product) at any time at our sole discretion without cause and with immediate effect.

Acting on behalf of a company / Representative Use

• If you are accessing the product in your capacity as an agent on behalf of another entity, and if the user left their proposed representative, we grant you access to the product on the basis that our liability is to you alone and we have no liability to your client.
• You are responsible for your engagement contract with any client, including ensuring that you keep your client’s data secure.

Your information on the assessment

• You acknowledge that if you input any information into the Assessment or the product website, we will handle it in accordance with the Privacy Statement available here.
• You may be able to input data into the Assessment. You will own all the rights, title and interest in and to all of your data and shall ensure that you have the right to input it into and use it with the Assessment. You grant us a non-transferable, non-exclusive, royalty-free license to use any data you make available to us for the purpose of providing the Assessment to you.
• You are solely responsible for keeping records and the originals of any data submitted via the Assessment and any copies required by you. PwC takes no responsibility for the retention of any data in the product.
• You and we will use standard, commercially-available virus-checking software in relation to any data, files or output accessible whilst using the product. You and we confirm all reasonably appropriate technical and organisational security measures are in place in respect to the information held in the product. We give no representation or warranty that the product or its outputs will be free from viruses or other harmful components. Noting that The PwC Information Security Policy (ISP) has been developed to safeguard the confidentiality, integrity, and availability of the information and technology assets used by the PwC member firms and is aligned with ISO/IEC 27002:2013 Information technology - Security techniques Code of Practice for Information Security Management industry standard.
• Provided that we comply with our confidentiality obligations, you agree that we may (i) use any information obtained from your use of the product or supplied by you, or anyone else working with or for you for the purposes of improving the Assessment and our services; and (ii) combine your information with information of other parties in order to provide reports and services to other parties.
• Notwithstanding anything else in this agreement, we may use your information or data and make it available to others provided that such information or data is (a) combined with information from other entities and presented in aggregate form; and (b) presented in such a way that will not allow others to identify individual company performances or results.

• You acknowledge that all rights, including all intellectual property rights, title and interest in the product (including the software and the content provided through or on the product or any feedback you give us) belong to and will remain with us (or our licensors) and that you are not acquiring any property rights in the product or any information it contains. We will keep this data confidential and use it only as allowed by you and in accordance with the applicables laws.

Limited Liability

• To the extent permitted by law, no warranties, conditions or other terms are implied in this agreement. We do not warrant that the product will: (i) be fit for any particular purpose; (ii) be free of errors or defects, or operate securely, continuously or in an uninterrupted manner; or (iii) result in your compliance with laws, rules or regulations of any government or regulatory authority. We do not warrant that the product or its outputs will meet your requirements. We accept no liability for any consequences in connection with the product being unavailable.
• You accept responsibility for: (i) your selection of the product to achieve its intended results and acknowledge that the product has not been developed to meet your individual requirements; and (ii) verifying the accuracy of both the data you input into the product and the output of the product.
• You agree that we will not be liable for (i) loss or corruption of data; (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits; or (iii) indirect or consequential loss.
• 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.
• The product is for information purposes only and does not constitute investment, legal, accounting or tax advice, or a representation that any investment or service is suitable or appropriate for your individual circumstances. You should not rely solely on the product when making decisions in relation to your tax compliance decisions and other financial matters, and you should always seek professional advice before making any such decisions.

• 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 shall be referred to and finally resolved by arbitration in the Dubai International Financial Centre (the “DIFC”) by the DIFC-LCIA Arbitration Centre. The seat of the arbitration shall be the DIFC. The arbitration shall be conducted in the English language by three arbitrators pursuant to the DIFC-LCIA Rules which are deemed to be incorporated by reference into this clause save that, unless the parties agree otherwise, each of the two parties shall nominate an arbitrator, and the third arbitrator, who shall act as chairman of the tribunal, shall be chosen by the two arbitrators appointed on behalf of the parties. If he is not chosen and nominated to the LCIA Court for appointment within 30 days of the date of appointment by the LCIA Court of the later of the two party-nominated arbitrators to be confirmed, he shall be appointed by the LCIA Court.
• This agreement forms the entire agreement between the parties in relation to the product. It replaces any earlier agreements, representations or discussions.
• If any of the provisions of this agreement are found to be invalid, unenforceable or illegal, the other provisions will remain in force.