Terms and conditions of use for PwC’s Marketplace

These Terms and Conditions (“Terms”) apply to https://marketplace.my.pwc.com/ (the “Website”).

Please read these Terms carefully as they contain important information regarding your legal rights, remedies and obligations with respect to your use of the Website, including but not limited to various limitations, exclusions, and indemnities.

By accessing or using the Website, and the Content and services available via the Website, you signify that you have read, understand and agree to be bound by these Terms in all respects with respect to the Website. These Terms and our Privacy Statement which is hereby incorporated by reference form a legally binding agreement between you and PwC (collectively, this “Agreement”). We reserve the right, at our discretion, to change these Terms and Privacy Notice in the future. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Website.

You may use the Content and services only if you have reached the age of majority or legal age in your jurisdiction (generally 18 or older) and can form legally binding contracts under applicable law. If you are under 18 or the legal age of majority in your jurisdiction, your educational institution, parent, or guardian must agree to this Agreement on your behalf.

Each Member Firm in the PwC network is a separate legal entity. For further details, please see www.pwc.com/structure. See http://www.pwc.com/gx/en/about/office-locations.html for a list of countries in which PwC Member Firms operate.

Definitions

For clarity and comprehension, we have defined certain words used in the Terms and on the Website. Additional definitions are included elsewhere in the Terms.

“Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

“Member Firm” means a local partnership, firm or other entity that is a member of the PwC network of firms, each of which is a separate legal entity, as well as any affiliate or subsidiary of any Member Firm.

“PwC”, “we” or “us” refers to individual members of the PricewaterhouseCoopers organisation in Malaysia, each of which is a separate and independent legal entity. “PwC”, “we” or “us”, as used in individual articles and thought leadership pieces available on the Website may, depending on context, refer to the PwC network as a collective or to individual Member Firms.

“Registered User” means a User who has registered and created an account with PwC’s Marketplace.

“User” means all users of the Website.

“you” or “your” – the party or parties to this Agreement (excluding us)

1. About the website

1.1 The Website provides information about PwC, including thought leadership and the services and products we provide. References to “the Website,” “the Website”, and “www.pwc.com” include all software, Content and features provided within the relevant Website(s).

1.2 The Website offers a range of features, such as access to personalised Content for solutions and user profiles. We may add other features from time to time. Certain features are available only to Registered Users. For more information about registration, please see the Registration section of these Terms.

2. Availability of the website

2.1 We may suspend the use of or access to the website from time to time: (i) to perform routine or emergency maintenance; (ii) to implement service changes and upgrades to the website; (iii) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or (v) if the website is, in our opinion, being misused. Any such downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.

3. Submissions, including questionnaires, comments and feedback

3.1 The Website may contain functionality that permits you to complete a questionnaire, provide ideas, proposals, suggestions (“Feedback”); or otherwise make available certain materials through or in connection with your use of the Website (collectively, “Submissions”).

3.2 You acknowledge and agree that your Submissions are not confidential; that your provision of Submissions is gratuitous, unsolicited and without restriction; and that the provision of any Submission does not place PwC under any fiduciary or other obligation.

4. Your responsibilities

4.1 Acceptable conduct
You will use the Website only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us via this contact form and provide us with assistance, as requested, to stop or remedy such violation.

4.2 Prohibited conduct
In using the Website, you must not do any of the following:

• Infringe our intellectual property rights or those of our licensors;
• Decompile, decipher, disassemble, reverse engineer or otherwise decrypt the website except to the extent permitted by non-excludable laws;
• Use the website to provide services to a third party or allow any third party to obtain a copy of the website, or access or use them, save as expressly agreed in writing by us in advance, or where required by law;
• Use the website without obtaining any necessary permits, consents or licences required to inter-operate the website with other software, hardware or data you use or licence;
• Use the Website or software on any unsuitable system;
• Duplicate, modify or create a derivative work from the website without our prior written consent.

4.3 If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Website or take any other steps we consider appropriate.

5. Requirements to use the website

5.1 If you are using the Website on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms on behalf of such organisation and all references to “you” throughout these Terms will include such organisation, jointly and severally with you personally.

6. Registration

6.1 Features
Certain features of the Website are available only to Registered Users. Current examples include access to view solutions and complete a purchase. Additional features may be made available to Registered Users over time.

6.2 How to register
To register, you will need to provide certain information about yourself and create a username and password. This combination of information (“Account”) will be your Account as a Registered User.

6.3 Registrations may be accepted, rejected or cancelled by us at any time and for any reason. If your registration is cancelled, you will continue to have access to the Website. However, you will no longer have access to features available only to Registered Users.

6.4 Responsibilities of Registered Users
If you choose to register with us and become a Registered User, you agree you are solely responsible for your Account and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission. In becoming a Registered User, you also agree to:

• provide true, current, accurate and complete information about yourself as requested by us from time to time and notify us promptly of any changes to your information so that your Account information is current, complete and accurate;
• maintain the confidentiality and security of your Account, including your username and password;
• notify us immediately of any unauthorised use of your Account, Account password, or service provided through your Account, as well as any breach of security with respect to your Account, Account password, or service provided through it; and
• assist us, if and as we request, to stop or remedy any breach of security related to your Account.

7. Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Website (including your Account, if you are a Registered User), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use of the Website; we have received a third party complaint which relates to your use or misuse of the Website; or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.

8. Intellectual property

You acknowledge that all rights, including all intellectual property rights, title and interest in the website (including the software and the Content provided through or on the website) belong to and will remain with us (or our licensors) and that you are not acquiring any property rights in the Website or any information it contains.

9. Limited liability

9.1. 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 Website or that the Website will meet your requirements.

9.2. As the Website is being provided “as is” and free of charge, subject to clause 4.3, you agree that it is reasonable that we shall have no liability of any kind in any circumstances whatsoever to you in connection with the Website and Content on the Website including without limitation negligence, loss of profit, goodwill, business opportunity, anticipated savings or benefits, or any indirect or consequential loss.

9.3. 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.

9.4. The information given on the Website 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.

10. Indemnification

10.1 You agree to defend, indemnify, and hold harmless PwC and our members, partners, directors, employees, successors, licensors, agents, service providers and assignees from and against any claims, actions, demands, liabilities, losses, damages, costs and expenses including, without limitation, legal and accounting fees, arising from or relating to your breach of this Agreement or your access to, use, or misuse of the PwC Content, our Websites, or the services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with requests assisting our defense of such matter.

11. External websites

 

11.1. You should not link to the Website from any website without PwC’s prior written consent.

 

11.2. If and where the Website provide links to any third party website, such website may not be under PwC’s control and accordingly PwC has no responsibility for, and does not make any representations or warranties with respect to that third party, such website or any content, products or services connected with the third party or such website and PwC does not endorse any of the same.

11.3. We have chosen to partner with the specified third parties referred to on the Website as we consider they are best in class. However we make no guarantee that all third party products are suitable for your purposes or that there are no better alternatives. You must determine whether any third party product is suitable for your purposes.

12. General

12.1. If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.

12.2. This Agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by Malaysian law and be subject to the exclusive jurisdiction of the Malaysian courts.

12.3. This Agreement forms the entire agreement between the parties in relation to the website, excluding the microsites. It replaces any earlier agreements, representations or discussions.

12.4. If any of the provisions of this Agreement are found to be invalid, unenforceable or illegal, the other provisions will remain in force.