Terms and Conditions
Last Updated: 18 February 2022
THIS AGREEMENT DESCRIBES THE TERMS ON WHICH PRICEWATERHOUSECOOPERS LLP, A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND WITH REGISTERED NUMBER OC303525 AND VAT NUMBER GB 243 8239 57 WITH ITS REGISTERED OFFICE AT 1 EMBANKMENT PLACE, LONDON, ENGLAND, WC2 6RH ("We" or "Us"*), ALLOWS BUSINESS ENTITIES WHOSE REGISTRATIONS WE HAVE ACCEPTED TO ACCESS AND USE THE PwC VIEWPOINT WEB SITE (THE "WEB SITE"). BY ACCEPTING THE TERMS AND CONDITIONS BELOW, THE ENTITY AS IDENTIFIED IN THE REGISTRATION FOR THIS WEB SITE ("USER" OR "YOU") ACCEPTS EACH OF THE TERMS AND CONDITIONS SET OUT BELOW, INCLUDING THOSE TERMS AND CONDITIONS INCORPORATED BY REFERENCE. YOU FORM A CONTRACT WITH US AT THE TIME YOU ACCEPT THE TERMS AND CONDITIONS BELOW.
*WHERE YOU ARE INCORPORATED IN SOUTH AFRICA OR INDIA, THIS AGREEMENT IS BETWEEN YOU AND PRICEWATERHOUSECOOPERS OVERSEAS LIMITED, A LIMITED LIABILITY COMPANY REGISTERED IN ENGLAND WITH REGISTERED NUMBER 3575515 WITH ITS REGISTERED OFFICE AT 1 EMBANKMENT PLACE, LONDON, ENGLAND, WC2 6RH, AND "We" AND "Us" SHALL MEAN PRICEWATERHOUSECOOPERS OVERSEAS LIMITED. IN ADDITION REFERENCES TO "PRICEWATERHOUSECOOPERS LLP" IN SECTIONS 13.3 AND 15 SHALL BE DEEMED TO BE REFERENCES TO "PRICEWATERHOUSECOOPERS OVERSEAS LIMITED”. THE VAT NUMBER FOR PRICEWATERHOUSECOOPERS OVERSEAS LIMITED IS 4380260119.
WHERE YOU ARE INCORPORATED IN RUSSIA, THIS AGREEMENT IS BETWEEN YOU AND PRICEWATERHOUSECOOPERS ADVISORY SERVICES LIMITED, A LIMITED LIABILITY COMPANY REGISTERED IN ENGLAND WITH REGISTERED NUMBER 03580655 WITH ITS REGISTERED OFFICE AT 1 EMBANKMENT PLACE, LONDON, ENGLAND, WC2 6RH, AND “We” AND “Us” SHALL MEAN PRICEWATERHOUSECOOPERS ADVISORY SERVICES LIMITED. IN ADDITION REFERENCES TO "PRICEWATERHOUSECOOPERS LLP" IN SECTIONS 13.3 AND 15 SHALL BE DEEMED TO BE REFERENCES TO "PRICEWATERHOUSECOOPERS ADVISORY SERVICES LIMITED”. THE RUSSIAN TAX IDENTIFICATION (INN) NUMBER FOR PRICEWATERHOUSECOOPERS ADVISORY SERVICES LIMITED IS 9909598610.
We may amend this Agreement at any time by posting the amended terms on the Web Site. The new terms shall automatically be effective and binding on You 15 days after they are initially posted on the Web Site. You may terminate this Agreement pursuant to Section 12.3 if You do not wish to accept such amendment. This Agreement may not be otherwise amended.
1 Disclaimers and Limitations of Liability
1.1 This Section 1.1 applies to all parts of the Web Site, the information and services made available thereon and use thereof.
1.1.1 The information contained in the Web Site is for general guidance on matters of interest only. The application and impact of laws can vary widely based on the specific facts involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in information contained in the Web Site. Accordingly, the information on the Web Site is provided with the understanding that it does not constitute the provision by Us or the authors of legal, accounting, tax, financial, regulatory or other professional advice and services.
1.1.2 No professional relationship of any nature is created by any exchanges of information occurring through the Web Site.
1.1.3 The information on the Web Site, including any guidance notes, should not be used as a substitute for consultation with professional accounting, tax, legal, financial or other competent advisers.
1.1.4 You should not act or rely on any information obtained from the Web Site and before making any decision or taking or refraining from taking any action, You should consult a PricewaterhouseCoopers professional.
1.1.5 Although we make every effort to ensure the accuracy of information and content sourced from third parties and reproduced on the web site, neither we nor our third party suppliers accept any liability for the accuracy or content of such reproduced information.
1.1.6 YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL WE, ANY PWC ENTITY, ITS OR OUR RELATED PARTNERSHIPS OR CORPORATIONS, OR THE PARTNERS, AGENTS, OFFICERS OR EMPLOYEES THEREOF BE RESPONSIBLE FOR INFORMATION CONTAINED IN THIS WEB SITE.
1.1.7 WE DISCLAIM ALL LIABILITY IN RESPECT OF SUCH INFORMATION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, WARRANTIES THAT THE INFORMATION ON THE SITE WILL BE PROVIDED OR PREPARED USING REASONABLE SKILL OR CARE).
1.2 We do not guarantee continuous, uninterrupted or secure access to the Web Site and You acknowledge that the reliability, availability, performance and other aspects of the Internet are beyond our reasonable control and therefore:
1.2.1 We do not represent or warrant that the functions of the Web Site will meet Your requirements;
1.2.2 We make no guarantee or warranty that any information delivered to You from or through the Web Site, will not be captured or monitored by one or more third parties, or that such information will arrive at Your site. You acknowledge that We cannot guarantee the information posted on the Site or sent to You by email will be secure or maintained as confidential; and
1.2.3 We will not be responsible for unauthorised access to or alteration of Your transmissions or data, any material or data sent or received or not sent or received.
1.2.4 Although the Web Site is capable of encrypting traffic between Your browser and the Web Site at the highest level currently available, We cannot guarantee that You will have this level of security as this will depend on the encryption level supported by the browser that You use. We do not accept any increased risk associated with using the Web Site at a lower level of encryption.
1.3 We will use standard, commercially-available virus-checking software in relation to any document or files We may send to You in relation to the Web Site however We do not represent or warrant that the Web Site or any documents or files downloaded from the Web Site will be error-free, free from viruses or other harmful components.
1.4 You agree that Your relationship is solely with Us. We will be responsible for any acts of any Subcontractor in connection with the Web Site and any service offered on the Web Site.
1.5 Certain links in the Web Site connect to other web sites maintained by third parties and such other web sites may or may not be presented within a frame on the Web Site. We have not verified the contents of such third party web sites and do not endorse, warrant, promote or recommend any information, services or products which may be provided or accessible through them or any body or person which may provide them.
2.1 To give effect to the provisions of Section1.4, You agree not to and will procure that no undertaking in which You have an interest, whether directly or indirectly, or which is a member of Your Group brings or enforces any claim against any Subcontractor, their partners or its or our officers or employees, in respect of any liability in connection with the Web Site. You will indemnify and keep indemnified any Subcontractor, their partners or its or our officers and employees against each loss, liability and cost incurred by any of them arising out of any claim or enforcement brought by any such undertaking or member of Your Group, both while they are members of Your Group and thereafter.
2.2 You will ensure that each person who uses the Web Site or accesses the Web Site using the user name and password for Your Administrator or any Authorised User complies with all the terms hereof and You will keep Us, our directors, officers and employees indemnified against any liabilities, losses, expenses or other costs We or they reasonably incur arising from a breach of any of the terms hereof by Your Administrator, any Authorised User or any other person who accesses the Web Site using the user name and password of Your Administrator or any Authorised User or to whom You distribute any information obtained from the Web Site.
2.3 The indemnities provided in Sections 2.1 and 2.2 shall extend to legal and other costs and expenses, internal and external, incurred by any Subcontractor, their officers or its or our partners or employees in respect of any such claim or enforcement.
3.1 You are not eligible to access or use the Web Site if:
3.1.1 You are incorporated, registered or established under the laws of any jurisdiction not specified in Your registration form or are using the Web Site from any such country; or
3.1.2 You are not permitted to access the Web Site under any applicable laws, rules or regulations.
If You do not qualify under the foregoing eligibility requirements, You are not eligible to use the Web Site, and if You do use the Web Site, You acknowledge and represent that You are eligible to use the Web Site and that You are not a person referred to above.
3.2 In the event that a person which does not meet the eligibility criteria set out above nevertheless registers and uses the Web Site, such non-eligible party shall have all the obligations, responsibilities and liabilities as would an eligible entity that is a party to the transaction and this Agreement.
4 Registration for the Web Site
4.1 Your registration form must contain the relevant information in all the required fields indicated on the registration form.
4.2 If You are registering for the Subscription Service, We will (if We have not already agreed the Initial Fee with You) contact You after We have received Your registration, at the telephone number specified on Your registration form to confirm (i) whether We will accept Your registration and (ii) the Initial Fee applicable for Your subscription. If We agree the foregoing with You, You must provide Us with the name of a Qualifying Individual who may access the Web Site on Your behalf and who will act as Your administrator in relation to the Web Site (Your "Administrator"). We will email an account activation link for Your Administrator to Your Email Address. If We have agreed the Initial Fee with You prior to Your registration, We will send an account activation link for Your Administrator by email to Your Email Address when We have received and accepted Your completed registration.
4.3 Your Administrator may register as users of the Web Site any Authorised Users (who must be Qualifying Individuals and who are authorised by You to access the Web Site on Your behalf) by following the procedure set out on the Web Site for such purpose from time to time.
4.4 If any Authorised User ceases to be a Qualifying Individual or authorised by You to access the Web Site on Your behalf, Your Administrator must deactivate the registration for such Authorised User by following the procedure set out on the Web Site for such purpose from time to time.
4.5 If Your Administrator ceases to be a Qualifying Individual or authorised by You to access the Web Site on Your behalf and act as Your Administrator, You must notify Us without delay by sending an email to our Email Address and We shall be entitled to disable the password for such Administrator. You must, at the same time, nominate a replacement Administrator (who must be a Qualifying Individual) by following the procedure set out in the Web Site for such purpose from time to time.
4.6 We reserve the right, acting in our sole discretion, to accept or reject Your registration for the Web Site.
5.1 If We accept Your registration for the Subscription Service, We will send You an invoice for the relevant Initial Fee and You must pay such amount by one of the methods specified on the invoice in accordance with the following provisions. If We have agreed with You that there will be a trial subscription period for the Subscription Service (the "Trial Period") You must pay on or before the expiry of such Trial Period unless You have notified Us before the Subscription Date that You do not wish to subscribe for the Subscription Service (as the case may be). If We have not agreed a Trial Period with You, You must pay within 30 days of the date of the invoice.
5.2 The initial term of this Agreement begins when We have accepted Your registration and ends on the first anniversary of the Subscription Date unless terminated earlier in accordance with the terms of this Agreement. If You have not paid the Initial Fee by the relevant date as specified above, this Agreement and Your access to the Web Site will be terminated from such date.
5.3 If You have subscribed for the Subscription Service, at least 30 days prior to each Renewal Date, We will send You an invoice for the fee (the "Renewal Fee") for renewal of Your subscription for a further period of twelve months from such Renewal Date. If You have not paid such Renewal Fee (and any applicable taxes) by such Renewal Date, this Agreement (and Your access to the Web Site) will be terminated from such Renewal Date.
5.4 All Fees will be stated exclusive of Value Added Tax (VAT)/Goods and Services Tax (GST) or any other sales tax. You will be responsible for paying any VAT/GST or any other sales tax arising from this Agreement for which You are legally liable at the applicable rate.
5.5 All payments to be made by you under this Agreement shall be made in immediately available funds free and clear of and without any withholding or deduction for any and all present or future taxes (including VAT, sales or service taxes), duties or other charges unless you are compelled by your domestic law to make such withholdings or deductions. If you are compelled by law to make any such withholding or deduction and if any or all of that withholding or deduction becomes irrecoverable in the United Kingdom, then you shall pay to us such additional amounts as are required to enable us to receive the amount which we would have received if no such irrecoverable withholding or deduction had been made. You shall provide us with evidence that such taxes, duties or charges have been paid by forwarding to us official receipts within 30 days of payment.
6 Services Available on the Web Site
6.1 We will make the Web Site available in accordance with the terms and conditions of this Agreement.
6.2 Your access to the Web Site permits Your Administrator and Authorised Users to use those areas of the Web Site identified on the Web Site as being available for the level of service for which You have registered.
6.3 Where We have indicated on the Web Site that additional charges are required for any service made available on the Web Site, use of such services will be subject to such payment being made as set out on the Web Site.
6.4 We may make software available on the Web Site and, if We do so, access to such software will be subject to acceptance of additional terms and conditions as set out on the Web Site.
6.5 We reserve the right at our sole discretion to delete any material from any part of the Web Site from time to time as We deem appropriate.
7 Educational Materials – CPE Points Record
7.1 This Section 7 will apply to any use of any training materials, quizzes, videos or other information or downloads which may be available on or through this Web Site, by Your Administrator or Authorised Users.
7.2 You, Your Administrator or Authorised User (as the case may be) will be responsible for maintaining Your or their own record of any CPE points associated with any training modules, quizzes, videos or other educational information or downloads which may be available on or through this Web Site.
8 Your Obligations
8.1 In using the Web Site, You will comply with all procedures and requirements described on the Web Site.
8.2 You agree:
8.2.1 to comply with all laws, rules, regulations and duties applicable to your use of the Web Site and any information obtained using the Web Site;
8.2.2 not to post any application programme or downloadable file to any part of the Web Site;
8.2.3 not to upload or post to the Web Site any software or file which contains any virus, worm, harmful component or corrupted data or disrupt the normal flow of communications over the Web Site or otherwise act in a manner that negatively affects other users, individuals or entities.
8.2.4 not to reproduce, distribute, transmit, publish or otherwise transfer or commercially exploit any software, file, information, communication or other content received or accessed through the Web Site without first having obtained our written permission or the written permission of the relevant contributor or user;
8.2.5 not to use any information or material on the Web Site for marketing purposes;
8.2.6 not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Web Site or to bypass any security features of the Web Site or any part thereof;
8.2.7 not to take any action which imposes an unreasonable or disproportionately large load on the Web Site's infrastructure;
8.2.8 not to include any hyperlinks to any part of the Web Site without our prior written consent;
8.2.9 not to disclose to or share the user name or password for Your Administrator or Authorised Users with any third parties (other than Your Administrator or such Authorised User) nor use any such user name or password for any purpose not permitted by this Agreement;
8.2.10 to submit all registration information to the Web Site utilising a secure connection and computer system;
8.2.11 to notify Us immediately of any unauthorised use of Your account, user name or password or any other breach of security; and
8.2.12 to keep all information contained in Your profile up to date.
9 Permitted Use
9.1 Except as expressly provided for in this Section, the information obtained from the Web Site is for the use of Your Administrator and Authorised Users only and neither You nor Your Administrator or Authorised Users may distribute it or make it available to any other person or entity without our written permission unless expressly stated otherwise in this Agreement.
9.2 Subject to Section 9.3 and to any further restrictions indicated on the Web Site for any particular information, Your Administrator and Authorised Users may reproduce in hard copy for their sole use a single hard copy of information obtained from the Web Site provided that this is done on an "ad hoc" basis only and provided that no more than a single extract is reproduced on each occasion. You must not make any derivatives, modify, publish or further distribute any material accessed on or through the Web Site without our express written permission or the express written permission of the owner of such material.
9.3 Where any article or extract obtained from the Web Site is reproduced in accordance with the terms of this Section, You shall ensure that the appropriate copyright or proprietary notice appears on the copy of such article or extract.
10 Intellectual Property Rights
10.1 We and/or our suppliers retain all property rights in and to the Web Site (including the software and the content provided through or on the Web Site), and nothing contained on the Web Site or in the content shall be construed as granting to You any ownership rights in the Web Site.
10.2 We and/or our suppliers own all the intellectual property rights (including, without limitation, any copyright and database rights) in all systems, techniques, methodologies, ideas, concepts, information, compilations and know-how developed for the Web Site and We may develop or use for other clients or users any such systems, techniques, methodologies, ideas, concepts, information, compilations and know-how.
10.3 We hereby grant You permission to access the Web Site as set out in this Agreement but do not grant You any licence or right under any of our trademarks, copyrights, patents or other proprietary rights. You may not make copies of or download any part of the Web Site (including the software and content provided by or on the Web Site) other than as expressly provided in this Agreement.
11.1 You are entirely responsible for maintaining the confidentiality of all user names and passwords for Your Administrator and Authorised Users.
11.2 You agree to maintain the confidentiality of the Web Site using at least as great a degree of care as You use to maintain the confidentiality of Your own most confidential information. The forgoing confidentiality obligations will not extend to information that (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than You; (ii) was known to You at the time of its disclosure; (iii) is independently developed by You without use of or reference to the confidential information; (iv) is subsequently learned from a third party not under a confidentiality obligation to Us or any of our licensors; or (v) is required to be disclosed pursuant to court order, subpoena, or government authority, whereupon You will provide notice to us prior to such disclosure.
12 Suspension and Termination
12.1 We may without terminating this Agreement suspend the provision of the Web Site in whole or in part until further notice with immediate effect:
12.1.1 to repair, maintain or improve the Web Site;
12.1.2 to comply with any order, instruction or request of any government, any emergency services organisation or other competent judicial, administrative or regulatory authority; or
12.1.3 if We have reasonable cause to believe the Web Site is being used fraudulently or in such a way as to constitute a breach of any provision of this Agreement.
12.2 We may terminate this Agreement forthwith at any time by giving You notice of such termination to Your Email Address:
12.2.1 if You breach this Agreement and, in the case of a breach capable of remedy, fail to do so within 14 days of a notice to Your Email Address requesting You to do so; or
12.2.2 if You pass a resolution for Your winding up or Your directors present a petition for Your winding up or an order for Your winding up is made or if an administrative receiver or other receiver or manager is appointed over any of Your assets or if You enter into any kind of arrangement or compromise for the benefit of any of Your creditors; or
12.2.3 by giving You two days notice of such termination to Your Email Address.
12.3 You may terminate this Agreement at any time by sending an email to our Email Address informing Us of the effective date of such termination.
12.4 If We terminate this Agreement pursuant to Section 12.2.3, We will refund a pro rata amount of any Fee You have paid for the period from the effective date of such termination to the next Renewal Date. In the event of termination for any other reason, You will not be entitled to a refund of any Fee (or part thereof).
12.5 Subject to Section12.6, each party's further rights and obligations cease immediately on termination of this Agreement but termination does not affect a party's accrued rights and obligations at the date of termination.
12.6 Notwithstanding the termination of this Agreement for any reason (including, without limitation, a fundamental breach of this Agreement by either of us), Sections 1., 9.2, 9.3, 10, 11 and 13 of this Agreement shall remain in full force and effect.
13 Governing Law
13.1 THIS AGREEMENT AND ALL RELATIONS BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT (INCLUDING IN RELATION TO TORT OR ITS EQUIVALENT) SHALL BE GOVERNED BY THE LAWS OF ENGLAND.
13.2 THE COURTS OF ENGLAND SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
13.3 CLAUSE13.2 IS FOR THE BENEFIT OF PRICEWATERHOUSECOOPERS LLP ONLY. AS A RESULT IT DOES NOT PREVENT PRICEWATERHOUSECOOPERS LLP FROM TAKING PROCEEDINGS RELATING TO A DISPUTE IN ANY OTHER COURTS WITH JURISDICTION AND TO THE EXTENT ALLOWED BY LAW, PRICEWATERHOUSECOOPERS LLP MAY TAKE CONCURRENT PROCEEDINGS IN ANY NUMBER OF JURISDICTIONS.
13.4 THE PARTIES AGREE TO TRY TO RESOLVE ANY DISPUTE (WHETHER IN RELATION TO BREACH OF CONTRACT OR TORT (OR ITS EQUIVALENT)) BETWEEN US IN GOOD FAITH BY SENIOR LEVEL NEGOTIATIONS. WHERE BOTH OF US AGREE THAT IT MAY BE BENEFICIAL, WE WILL SEEK TO RESOLVE THE DISPUTE THROUGH MEDIATION USING THE CENTRE FOR DISPUTE RESOLUTION TO FACILITATE THE MEDIATION PROCESS. IF THE DISPUTE IS NOT RESOLVED THROUGH NEGOTIATION OR MEDIATION EACH OF US AGREES THAT THE DISPUTE SHALL BE DEALT WITH AS SET OUT IN SECTION 13.2.
14 Information about PricewaterhouseCoopers LLP
14.1 PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants in England and Wales ("ICAEW") and is bound by the Guide to Professional Ethics which can be found at www.icaew.co.uk.
14.2 You can contact us by by emailing the Viewpoint Help Center within your respective region:
Americas and Asia-Pacific support: email@example.com
Canada support: CA_Viewpoint@pwc.com
UK, Europe, Middle East, Africa, Mainland China, Hong Kong SAR and Macau SAR support: firstname.lastname@example.org
Japan support: email@example.com
15 Novation of Terms and Conditions
15.1 If a person ("the Successor") succeeds (whether by sale, assignment, transfer, merger, operation of law or otherwise) to the whole or part of the business of PricewaterhouseCoopers LLP, we shall have the right to novate to the Successor, and the Successor shall have the right to accept and assume PwC's rights and obligations under or in connection with this Agreement. In such case PricewaterhouseCoopers LLP and the Successor may effect the novation by giving you written notice in which the Successor agrees to accept and assume the rights and the obligations of PricewaterhouseCoopers LLP. The effect of such notice will be that:
15.1.1 the Successor will be substituted for PricewaterhouseCoopers LLP with effect from the date specified in the notice and PricewaterhouseCoopers LLP will no longer have those rights and obligations but such notice shall not affect any rights or obligations in respect of work performed prior to that date;
15.1.2 PricewaterhouseCoopers LLP will be entitled and bound to pass over to the Successor all information, records and other data which they have in relation to the Agreement and the Services but may retain one copy for record-keeping purposes subject to any obligations of confidentiality which may be applicable; and
15.1.3 any limit on the liability of PricewaterhouseCoopers LLP under the Agreement will apply to PricewaterhouseCoopers LLP and the Successor on an aggregated basis so that the maximum combined liability of PricewaterhouseCoopers LLP and the Successor will not exceed the limit of liability of PricewaterhouseCoopers LLP before the novation takes effect; but where a Successor succeeds to part of the business of PricewaterhouseCoopers LLP, PricewaterhouseCoopers LLP and the Successor may only exercise their rights under this clause where this Agreement falls within the said part.
16.1 In the case of a conflict between:
16.1.1 any procedures or requirements set out in the Web Site and the terms and conditions of this Agreement set out in this page, the terms and conditions of this Agreement will prevail;
16.1.3 any provision of Section 1 and any other term or condition of this Agreement, the provisions of Section 1 will prevail.
16.2 Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Agreement to the extent that any such delay or failure arises from causes beyond their control, including but not limited to System Failure, fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, strike, lockouts and industrial disputes.
16.3 The persons referred to in Sections 1.1.5, 2.1 and 2.2 may enforce the terms of such Sections subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as aforementioned, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
16.4 You may not assign, transfer, charge or otherwise seek to deal with any of Your rights or obligations under this Agreement without our prior written consent. We may assign or novate this Agreement to any other PwC Entity at any time by sending You an email informing You of such novation to Your Email Address. If You do not wish to accept such novation or assignment, You may terminate this Agreement in accordance with Section 12.
16.5 No waiver of any term or condition of this Agreement will be effective unless made in writing.
16.6 Other than as expressly set out herein, notices must be served either personally, sent by prepaid post or faxed to the address of the other party given in this Agreement (in the case of notices to be sent to Us) or to the address specified in Your registration (in the case of notices to be sent to You). Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its dispatch.
16.7 The provisions of this Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both of us.
16.8 If any provision of this Agreement is held to be invalid in whole or in part, such provision shall be deemed not to form part of this Agreement. In any event the enforceability of the remainder of this Agreement will not be affected.
16.9 This Agreement, including any referenced documents or pages of the Web Site, forms the entire agreement between us relating to the Web Site. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral (except that We do not exclude liability for any fraudulent pre-contractual misrepresentations made by Us on which You can be shown to have relied). The headings and titles in this Agreement are included to make it easier to read but do not form part of this Agreement.
16.10 All electronic communications in connection with this Agreement will be considered equal to written communications and will have the same value as original documents. Neither party shall make any complaint before any court concerning the electronic character of any communication.
In this Agreement:
17.1.1 "Administrator" has the meaning set out in Section 4.2;
17.1.2 "Authorised User" means a Qualifying Individual who is authorised to access the Web Site on Your behalf in accordance with Section 4.2 or 4.3;
17.1.3 "Email Address" means:
(1) in relation to Us, the email address specified on the Web Site as such from time to time; and
(2) in relation to You, the email address indicated as such by You as part of Your registration for the Web Site;
17.1.4 "Fee" means the Initial Fee or any Renewal Fee;
17.1.5 "Group" means You, any of Your parent undertakings and any subsidiary undertaking of such parent undertakings from time to time (for the purpose of this definition, "parent undertaking" and "subsidiary undertaking" shall bear the meanings set out in Section 258 of the Companies Act 1985);
17.1.6 "Initial Fee" means the fee agreed with You (i) in accordance with Section 4.2 or (ii) prior to Your registration;
17.1.7 "PwC Entity” means Us and/or any other entity (whether or not incorporated) which carries on business under a name which includes all or part of the PricewaterhouseCoopers name or is otherwise within (or associated or connected with an entity within) or is a correspondent firm of the world-wide network of PricewaterhouseCoopers firms;
17.1.8 "Qualifying Individual" means:
(1) in relation to Your Administrator, an individual who is Your employee, director, officer, partner or principal; and
(2) in relation to any Authorised User, an individual who is an employee, director, officer, partner or principal of any member of Your Group
in each case, who is eligible to use the Web Site in accordance with Section 3;
17.1.9 "Renewal Date" means each anniversary of the Subscription Date;
17.1.10 "Renewal Fee" has the meaning set out in Section 5.3 ;
17.1.11 "Subscription Service" means the service described as such on the Web Site from time to time;
17.1.12 "Subcontractor" means any professional service firm to whom we decide to subcontract the Service including without limitation any PwC Entity;
17.1.13 "Subscription Date" means, where We have agreed a Trial Period with You, the expiry of such Trial Period and in any other event, the date on which We have accepted Your registration for the Subscription Service;
17.1.14 "Systems Failure" means any event or circumstance which causes the complete or partial loss or non-availability of the Web Site or which prevents the normal operation of the Web Site or the performance of any task or function of the Web Site or any event or circumstance similarly affecting Us; and
17.1.15 "Web Site" means the PwC Viewpoint web site with the URL viewpoint.pwc.com or such other URL as may replace it from time to time.
By accepting these Terms and Conditions, You agree to be bound by these terms and conditions and you acknowledge the collection, processing, use and disclosure (including international transfer) of personal data for the purposes identified in the Privacy Statement). Please note that you can withdraw your registration and consent to receiving marketing from us at any time by sending an email message using the Feedback facility on the Web Site.