DELOITTE DISCOVERY HOSTING SERVICE (THE “HOSTING SERVICE”):

1. User name and password
 

a. We will provide you with a login ID, a password and a dual factor authentication token (together, an “Access Code”) to give you access to specified sections of the Hosting Service. You may not hack into or otherwise attempt to access other areas of the Hosting Service to which you have not been granted access.

b. You must only use the Access Code assigned to you, keep it confidential and not disclose it to any other person. You may not use another user’s Access Code. You are responsible for the use of your Access Code in compliance with these Hosting Terms, and in particular must:

c. take all reasonable steps to ensure that the information contained on the Hosting Service is not visible to or capable of being overlooked by other persons, not leave your computer or any other communications device unattended while accessing the Hosting Service, and close your browser each time you finish using the Hosting Service; and

d. notify us in writing immediately upon becoming aware of any unauthorised use of it and/or any other breach of security of the Hosting Service.

e. You must immediately cease using your Access Code and the Hosting Service if your employment with your employer terminates for any reason.
 

2. Permitted use of the Hosting Service
 

a. You shall keep confidential and shall not disclose the technology used in or as part of the Hosting Service, the Access Codes, and Deloitte's confidential trade secrets and proprietary information (the “Deloitte Confidential Information”) other than as permitted by these Hosting Terms. You shall only use the Hosting Service and information and documents therein for the purpose for which we have given you access to the Hosting Service.

b. Any copyright or other legal notice on any Deloitte Confidential Information or on any other material posted on the Hosting Service must not be removed therefrom or altered in any way.

c. If you post or modify information on the Hosting Service (the “Provided Information”), you agree that:

i. You are responsible for ensuring that the Provided Information is accurate, up-to-date, free of viruses, any changes to it are appropriately authorised, and it will not be defamatory, indecent, infringe the intellectual property or data privacy rights of any third party, or otherwise be unlawful;

ii. the Provided Information will be available on the Hosting Service to other persons who our Client has authorised us to provide access to it; and

iii. although we have no obligation to verify or otherwise review any Provided Information (unless we have agreed to do so in the Engagement Contract), we may remove any Provided Information that we reasonably consider has been placed on the Hosting Service in breach of these Hosting Terms, is outdated, or is no longer relevant.

3. Links to third party websites
 

a. The Hosting Service may contain links to third party websites over which we have no control. If you access and/or use such websites, you do so at your own risk.
 

4. Changes or interruptions to the Hosting Service
 

a. You acknowledge that access to the Hosting Service may be suspended, limited, denied or disabled at any time (for example, to update the software) and that information uploaded to it may not be recoverable. We may disable your access to the Hosting Service upon a period of inactivity of at least 30 days. We will re-enable your user account access upon receipt of a written request. A new username and password may need to be created which will be emailed to you.

b. You are advised to use appropriate anti-virus software. We do not guarantee that documents and other material hosted on the Hosting Service will be free from viruses, and we are not responsible or liable for any damage caused by viruses.

5. Intellectual property
 

a. Intellectual property rights in all software provided to you in connection with the Hosting Service or in the Deloitte Confidential Information posted on the Hosting Service is owned by us, our licensors, or other interested parties. You are granted a non-exclusive licence to use them in connection with the purpose for which we have been engaged by our Client.

b. If you upload and/or amend Provided Information, you must ensure you have the necessary permission to do so. Placing Provided Information onto the Hosting Service is deemed to grant us a perpetual, free and non-exclusive licence to use it in the context of the Hosting Service.

6. Limitation of liability
 

a. Our liabilities and responsibilities in relation to the provision of the Hosting Service are owed solely to our Client and are set out in the Engagement Contract.

b. The Hosting Service is provided to you on an “As Is” and “As Available” basis. We expressly disclaim all express or implied warranties and representations including (without limitation) of merchantability, quality, title, fitness for purpose, non-infringement, compatibility, security and accuracy. Neither we nor any of our partners, principals, members, directors or employees accept any liability or responsibility of whatsoever nature, in contract, tort, or otherwise, in relation to your use of and/or reliance on the Hosting Service. We take reasonable steps to maintain the continuity of the Hosting Service, but we accept no liability for any failure to connect to it, its suspension, interruption, unavailability, for any loss of data or fault occurring, or any consequences thereof.

c. In the performance of services, we will use and rely upon certain software, tools and technology. We may license such software, tools or technology from third parties, and those third party suppliers and licensors disclaim, to the extent permitted by applicable law, all warranties and any liability for any damages, whether direct, indirect, or consequential, arising from the services.

d. We will take reasonable steps to protect the Hosting Service from unauthorised access. However, the Internet is not secure and therefore we accept no liability for any breach of the security of the Hosting Service for any reason whatsoever.

e. Nothing in these Hosting Terms shall exclude or limit our liability for fraud, dishonesty or any other liability that cannot lawfully be excluded or limited. You acknowledge that use of the Hosting Service or correspondence with us relating to the Hosting Service does not create a professional relationship of any nature and does not constitute legal or other professional advice by us.

7. Termination
 

a. We may terminate this agreement and deactivate or delete your Access Code if you breach any of these Hosting Terms, if our relationship with our Client terminates for any reason, or if we become aware of unauthorised use of your Access Code. On termination of the Hosting Service, you shall immediately cease using it and your Access Code and shall return, destroy, or delete all copies of Deloitte Confidential Information downloaded from the Hosting Service in your possession, certifying such destruction or deletion to us in writing, within 7 days of termination.

8. Data Protection
 

a. Deloitte shall be a controller in respect of personal data disclosed to it and processed in connection with the Hosting Service ("Personal Data"), and shall comply with its obligations as a controller under Data Protection Legislation (as defined below) in respect of Personal Data processed by it in connection with the Hosting Service.

b. Deloitte shall process the Personal Data as reasonably required to provide the Hosting Service, meet its legal or regulatory obligations or for its other reasonable business purposes (including quality control and administration) and may disclose Personal Data to any third parties including its subcontractors, regulators and any party based in any jurisdiction including a jurisdiction outside the European Economic Area, provided that such disclosure is reasonably required in connection with such purposes and is at all times in compliance with applicable Data Protection Legislation.

c. Deloitte shall implement appropriate technical and organisational measures to maintain the security of Personal Data and prevent unauthorised or unlawful access to, or processing of, or any accidental loss, destruction or damage to Personal Data.

d. For the purposes of this clause 8, “Data Protection Legislation" means the EU General Data Protection Regulation 2016/679 and the Data Protection Act 2018; together with all other applicable legislation relating to privacy or data protection. The terms “personal data”, “data subject”, “controller", “processor” and “process” (and its derivatives) shall have the meanings given to them in Data Protection Legislation.

9. General
 

a. These Hosting Terms constitute the entire agreement of the parties with respect your use of the Hosting Service and supersede all prior or contemporaneous agreements, understanding and discussions.

b. You may not assign this agreement without our written permission. We may assign this agreement in our sole discretion.

c. If any of these Hosting Terms is found to be unenforceable, the remainder shall continue to apply.

d. These Hosting Terms and our relationship (including all contractual and non-contractual rights and obligations arising out of or relating thereto) are governed by English law. The English Courts shall have exclusive jurisdiction to settle any dispute arising in connection therewith (including all contractual and non-contractual rights and obligations arising out of or relating thereto).