Last revised: 8 May 2018
By clicking the “I AGREE” (or similar) box before using Connect or by accessing and using Connect, you are agreeing to these Terms for your use of Connect. If you do not agree with these Terms, then you are not allowed to use Connect, and you should stop using it immediately. If you have questions or require assistance, you should contact our engagement team directly or the webmaster services using the “Contact us” link in Connect.
When used in these Terms, “we,” “us,” and “our” refers to the entity within the Deloitte Network that invited you to use Connect, in connection with that entity’s performance of services for you or, if that is not you, that entity’s client. The “Deloitte Network” refers to Deloitte Touche Tohmatsu Limited (“DTTL”), the member firms of DTTL, and their related entities. “You” and “your” refers to you as the user of Connect along with Your Company, as defined below.
Connect can be used by clients and other entities that are invited to use them by an entity within the Deloitte Network, in connection with that entity’s performance of services for you or, if that is not you, that entity’s client. To use Connect, you must agree to these Terms on behalf of both yourself and the company, organization, or other legal entity that you work for as a partner, principal, director, employee, or contractor and, if applicable, its affiliates (collectively, “Your Company”). Thereafter, these Terms will be a legally binding agreement between you and Your Company, on the one hand, and us, on the other.
If Your Company is our client, then the engagement letter or other services agreement between us and Your Company (the “Engagement Letter”) will govern our performance of services under that Engagement Letter (the “Engagement”). As described in Section 13A, the Engagement Letter will control if there is a conflict between it and these Terms.
If Your Company is not our client, then these Terms apply to your and Your Company’s use of Connect, except as otherwise stated in Section 13A.
Because Connect consists of a web and mobile application, you and Your Company may also need to agree to supplemental terms that will apply to your access and use of Connect (“Supplemental Terms”). We will either display those Supplemental Terms in Connect itself or include them in, or link to them from, these Terms.
2. REGISTRATION AND RELATED MATTERS; CERTAIN RESTRICTIONS.
|a.||Eligibility to Use Connect. To be eligible to use Connect: (1) you must be at least 18 years old; (2) you must have full power and authority to enter into these Terms on behalf of yourself and Your Company; and (3) you cannot be prohibited from entering into these Terms or using any portion of Connect by us, Your Company (and our client, where Your Company is not our client), or any other party, or by any contract, law, or regulation. You hereby represent and warrant to us that you meet these eligibility requirements, and you shall promptly notify us if you no longer comply with them due to a change in circumstances.|
Your User Account; Restrictions on Use. You will need a username and password (a “User Account”) to access Connect. You and Your Company are responsible
for anything that happens through your User Account, unless and until you or Your Company request deactivation in accordance with these Terms. Without limiting the
foregoing, you and Your Company agree to the following:
3. USING CONNECT.
|a.||Right to Access and Use. On the condition that you comply with all your obligations under these Terms, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicensable right to access and use the Permitted Sections of Connect that we have given you access to.|
Use of Connect’s Content and Technology. Except as otherwise permitted in an applicable Engagement Letter, you and Your Company shall:
|c.||Third Party Terms. Some of Connect’ links may lead to third party resources, websites, or tools. When using any of those resources, websites, or tools, you and Your Company must comply with any applicable third party terms or use or other agreement.|
4. UPLOADED DATA
Obligations Related to Uploaded Data. Connect may allow you to input, upload, modify, or other otherwise make available (collectively, “provide”)
data, documents, files, comments, or other information or materials (collectively, “Uploaded Data”). You and Your Company are solely responsible for the
Uploaded Data, and without limiting the foregoing, you and Your Company shall ensure the following:
Access to and Use of Uploaded Data. You and Your Company agree to the following with respect to access and use of Uploaded Data:
5. OTHER DISCLOSURE OF YOUR INFORMATION; PRIVACY. We may disclose your User Account information and Uploaded Data to others if we have a good faith belief that such action is reasonably necessary to comply with law, regulatory requirements, professional standards, or to prevent harm, or as otherwise provided in the applicable Engagement Letter, these Terms or the Privacy Statement. These Terms incorporate our Privacy Statement, and you hereby agree to its terms.
6. NO PROFESSIONAL RELATIONSHIP; THIRD PARTY SUPPLIERS.
|a.||Limitation on Professional Relationships. No professional relationship of any nature is created solely by use of Connect or by any correspondence or communication with us or any other person or entity (including any other Deloitte Network entity) relating to Connect. However, if a professional relationship already exists with us (e.g., under an Engagement Letter), it will not be terminated by your use of Connect.|
|b.||No Relationship with Our Suppliers or Other Deloitte Network Entities. Some of Connect (or their Content or Technology) may be licensed to us, or hosted, supported, or maintained, by other Deloitte Network entities or our Suppliers. However, your use of Connect (including its Content and Technology) is solely at our invitation, and unless specifically stated otherwise in a separate written agreement, any service you or Your Company receive and the relationship that you and Your Company have with respect to Connect is with us alone and governed by these Terms and any related Engagement Letter. None of our Suppliers or other service providers nor any other Deloitte Network entity is providing a service to, or has any relationship with, you or Your Company as a result of you or Your Company’s use of Connect. As used in these Terms, “Supplier” refers to any of the following: (a) any of our third party suppliers or service providers (including, if applicable, other Deloitte Network entities), (b) with respect to a Mobile App (as defined below), Apple, Inc., BlackBerry Limited, or Google Inc., (c) any other software or device supplier or manufacturer, (d) any mobile access provider (including any airtime service providers and telecommunications carriers), (e) any distributor, merchant of record, or seller of record of a Mobile App, or (f) any affiliate of any of the foregoing.|
|a.||No Guarantee of Availability. There are no guarantees that Connect will be available for your or Your Company’s use. We may change, suspend, or terminate Connect at any time in our sole discretion.|
|b.||No Guarantee of Storage. Connect are not document archive or storage service. We are not required to store, maintain, or provide you or Your Company with any Uploaded Data, and therefore, you and Your Company will need to keep copies of all Uploaded Data.|
8. ACCESS AND MOBILE APPLICATIONS.
|a.||Accessing Connect. You and Your Company are responsible for ensuring that you have software and hardware capable of effectively accessing Connect over the internet. You and Your Company are also responsible for all charges and necessary permissions related to accessing Connect through your internet provider and must otherwise comply with your agreement with them when using Connect.|
Mobile Apps. For Connect, we may offer access through mobile applications created by us or third party developers (each, a “Mobile App”).
If you access and use Connect through a Mobile App, you may be required to agree to additional terms, such as an end-user license agreement,
associated with that Mobile App (“Mobile App Terms”). If the Mobile App does not contain Mobile App Terms, then these Terms including the following will apply:
9. INTELLECTUAL PROPERTY RIGHTS.
|a.||Intellectual Property Rights in Connect. Connect and its Content and Technology are protected by copyright, trademark, and other laws of various countries around the world. We and our Suppliers reserve all rights not expressly granted in these Terms.|
|b.||Names and Logos. “Deloitte”, “Touche”, “Tohmatsu”, “Deloitte Touche Tohmatsu”, “Deloitte & Touche”, the Deloitte logo, and local language variants of the foregoing trademarks, and certain product names and logos that appear in Connect (collectively, the “Deloitte Marks”) are trademarks or registered trademarks of entities within the Deloitte Network. Except as expressly provided in these Terms or as expressly authorized in writing by the relevant trademark owner, neither you nor Your Company shall use any Deloitte Marks either alone or in combination with other words or design elements, including in any press release, advertisement, or other promotional or marketing material or media, whether in written, oral, electronic, visual or any other form. References to other parties’ trademarks in Connect are for identification purposes only and do not indicate that such parties have approved Connect or any of its contents. These Terms do not grant you any right to use the trademarks of other parties.|
|c.||Feedback. You or Your Company may provide us with feedback, ideas or other suggestions related to Connect (“Feedback”). If you or Your Company provides Feedback, then you or Your Company (as applicable) hereby assign and convey to us, without additional compensation, all right, title, and interest worldwide in and to that Feedback, including all patent, copyright, trademark, trade secret, and other intellectual property rights in it, together with all goodwill and claims appurtenant thereto. This includes a right to modify and create derivative works of the Feedback as we may determine in our sole discretion. You or Your Company (as applicable) also hereby irrevocably waive all rights with respect to the Feedback, including all rights of attribution, rights of integrity, rights of publicity or privacy, moral rights, and rights to inspect or approve anything that uses or incorporates the Feedback. You and Your Company acknowledge that we are not required to use or incorporate Feedback.|
10. LIMITATIONS OF LIABILITY; INDEMNITY.
Neither we nor any other entity within the Deloitte Network is, by means of permitting you access to Connect (including any Content, Technology, output, or other content), rendering professional advice or services to you or Your Company. Before making any decision or taking any action that might affect your or Your Company's finances or business, you or Your Company should consult a qualified professional advisor. For clarity, the terms of an Engagement Letter will govern any service or deliverables that we provide under it, even if they are accessible by or delivered via Connect.
Although we take commercially reasonable steps to make Connect useful and secure, to the extent allowed under law, Connect (including its Content, Technology, output, and other content) are provided “as is” and “as available”, and without warranty of any kind. No entity within the Deloitte Network nor any Supplier has any obligation to provide maintenance and support services or any update, upgrade, enhancement, new functionality, modification, patch, bug fixes, or similar deliverable with respect to Connect (including any Mobile App). Without limiting the foregoing, and to the extent permitted by law, regulation, and the rules and professional standards applicable to us and our services, we do not warrant that Connect will be available, secure, error-free, free from viruses or malicious code, or will meet any particular criteria of performance or quality, and we expressly disclaim all implied warranties, including any warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy.
To the extent permitted by law, regulation, and the rules and professional standards applicable to us and our services: (a) your and Your Company’s use of Connect (including any Technology, Content, output, or other content) is at your own risk and you and Your Company assume full responsibility and risk of loss resulting from your use, including with respect to loss of service or data; and (b) we will not be liable for any damages whatsoever relating to use of Connect (including the Technology, Content, output and other content), regardless of whether the damage is direct, indirect, special, incidental, consequential, punitive or otherwise, and regardless of whether it is based in an action of contract, statute, tort (including negligence), or otherwise.
As noted above, some of Connect’s links may lead to third party resources, websites, or tools, over which we have no control, including those maintained or provided by other Deloitte Network entities. We do not endorse those resources, websites or tools, and we make no representations or warranties as to the accuracy of, or any other aspect relating to, them.
The limitations of liability above apply not only to us, but also to all of the other entities within the Deloitte Network and to our and their respective personnel and Suppliers.
To the extent permitted by law, regulation, and the rules and professional standards applicable to us and our services, your Company shall indemnify us and all of the other entities within the Deloitte Network, and our and their personnel and Suppliers against all costs, claims, losses or expenses incurred by or made against any of the foregoing as a result of any breach by you or Your Company of these Terms, including any third-party claim that any Uploaded Data infringes any intellectual property or other right of any person or entity.
Some laws, regulations, or rules and professional standards applicable to us or our services may not allow certain limitations on liability or indemnities, so some or all of these limitations or the indemnity may not apply to you or Your Company. If any limitation of liability or indemnity stated in this Section 10 is invalid or unenforceable in any jurisdiction, then (1) in that jurisdiction it will be re-construed to the maximum effect permitted by applicable law, regulation, or rule or professional standard to effect its intent as nearly as possible and the remaining terms will remain in full force and effect, and (2) in every other jurisdiction all of these terms will remain in full force and effect.
11. USER ACCOUNT DEACTIVATION.
|a.||Deactivating Your User Account. At any time, you or Your Company may deactivate your User Account for any or no reason. To do so, you or Your Company must send us a written notice in accordance with Section 12. That notice will be effective when we process it. We may deactivate your User Account for any reason or no reason at any time, with or without notice, including if your User Account is inactive for an extended time period. Our deactivation will be effective immediately, unless we specify otherwise in a notice that we send to you or Your Company.|
|b.||Effect of Deactivation. Deactivating your User Account will result in the immediate termination of your ability to access and use Connect. We may also bar you from using Connect and block access from any IP address or range of IP addresses associated with you. These Terms will survive deactivation of your User Account, except for Section 3A which will terminate when your User Account is deactivated.|
|a.||Notices from us to you. Any notice from us to you regarding these Terms or Connect may be made by any of the following methods: (i) a general posting to users in Connect; (ii) any communicative function available through your User Account; or (iii) the email address or physical address contact information associated with your User Account, which you are responsible for keeping current and accurate.|
|b.||Notices from you to us. Any notice from you to us regarding these Terms or Connect must be in writing and sent to our contact specified in the Engagement Letter (if any) or to such other contact address that we may provide. If there is an applicable Engagement Letter, your notices must be sent using the notice methods permitted in that Engagement Letter. If there is no Engagement Letter or it does not specify notice methods, then you must send your notice using one of the following methods: (i) electronic mail; (ii) personal delivery; or (iii) a globally or nationally (as applicable) recognized express mail, courier, or delivery service (“Express Courier”). A notice sent by electronic mail will be deemed given on the date of electronic confirmation of receipt. A notice sent by personal delivery or Express Courier will be deemed given on the date of receipt or refusal of receipt.|
13. GENERAL TERMS.
Entire Agreement; Order of Precedence for Conflicts.
|b.||Amendments to these Terms. We may revise these Terms at any time in our sole discretion. To do so, we will either (1) display the revised Terms on this website or elsewhere in Connect or (2) send you a notice of the revised Terms in accordance with Section 12. The revised Terms will be effective upon posting or other notice, unless we explicitly state otherwise. You and Your Company are responsible to be aware of any such revised Terms by checking this website and reading your notices. If you or Your Company do not agree with the revised Terms, then you are not allowed to use Connect and should stop using it immediately and deactivate your User Account under Section 11.|
|c.||No Informal Waivers, Agreements or Representations. No waiver of any breach by you or Your Company, or of any objection to any act or omission connected therewith, will be implied or claimed by you or Your Company or be deemed to constitute a consent to any continuation of such breach, act or omission, unless contained in a writing signed by us.|
Dispute Resolution; Equitable Relief.
|e.||Remedies Not Exclusive. Exercise or enforcement of a right or remedy given in these Terms shall not be considered to be in lieu of enforcement of other rights or remedies otherwise existing at law or equity, unless specifically waived in writing.|
|f.||Severability. If any term in these Terms is invalid or unenforceable in any jurisdiction, then (1) in that jurisdiction it shall be re-construed to the maximum extent permitted by law to effect its intent as nearly as possible and the remaining terms shall remain in full force and effect, and (2) in every other jurisdiction all of these Terms shall remain in full force and effect.|
|g.||No Construction Against the Drafter. If an ambiguity or question of intent or interpretation arises with respect to these Terms, these Terms will be construed as if drafted jointly by you, Your Company and us, and no presumption or burden of proof will arise favoring or disfavoring any of those parties by virtue of authorship of these Terms.|
|h.||Assignment and Delegation. You and Your Company may not assign or delegate any rights or obligations under these Terms, and any such purported assignment or delegation will be void. We may freely assign or delegate all rights and obligations under these Terms, fully or partially, without notice to you or Your Company. These Terms will be binding on your, Your Company’s and our successors and permitted assigns.|
|i.||Relationship of the Parties; Third Party Beneficiaries. No agency, partnership, franchise, or joint venture is created by these Terms between you and Your Company, on the one hand, and us, on the other. The Deloitte Network entities are third party beneficiaries to certain sections of these Terms and may enforce specific rights under them.|
|j.||English Language Controls. If we have provided you or Your Company with a translation of the English language version of these Terms, the Privacy Statement, and/or any other documentation, that translation is provided for convenience only and the English language version governs the relationship with us.|
|k.||Construction. Paragraph or Section numbers and headings that are used in these Terms are included for convenience only, and if there is any conflict between any such numbers and headings and the text of these Terms, the text shall control. As used in these Terms, the word “including” means “including, without limitation,” and the word “include” means “include, without limitation”.|