Website General Terms and Conditions

These Website General Terms and Conditions (these "Terms") govern your access to and use of the website operated by PwC Digital Services DMCC ("PwC", "We", "Us") (the "Platform") and the purchase of any Products or Associated Support made available through the Platform. By accessing the Platform or purchasing any Products or Associated Support, you acknowledge that you have read, understood, and agree to be bound by these Terms.

By accessing, browsing, or using the Platform, or by placing an order for any Product or Associated Support, you confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use the Platform or purchase any Products or Associated Support.

Certain Products and Associated Support offered through the Platform are subject to additional Product-Specific Terms. Such Product-Specific Terms supplement and form part of these Terms. In the event of any conflict or inconsistency between these Terms and any Product-Specific Terms, the Product-Specific Terms shall prevail to the extent of the conflict in relation to the relevant Product or Associated Support.

PwC may offer multiple Products and Associated Support through the Platform, each of which may be governed by its own Product-Specific Terms. It is your responsibility to review the applicable Product-Specific Terms before purchasing or using any Product or Associated Support.

The Platform and all Products and Associated Support are intended solely for use in connection with a business, trade, profession or other commercial activity. The Platform may be used by legal entities and by natural persons carrying on a business or professional activity, including sole proprietors, freelancers and partners in an unincorporated partnership. It may also be used by individuals duly authorised to act on behalf of such persons or entities. If you are an individual acting for personal, family, or household purposes, you are not permitted to use the Platform or purchase any Products or Associated Support.

Where you access or use the Platform on behalf of another person or entity, you further represent and warrant that you have authority to bind that person or entity to these Terms.

In these Terms, unless the context otherwise requires, the following definitions apply:

“Applicable Law”

All laws, regulations, decrees, decisions, orders, circulars, and directives applicable in the United Arab Emirates or any other jurisdiction as specified by PwC.

“Authorized User”

Any individual designated by the End Beneficiary to access and use the Platform and Products on behalf of the End Beneficiary in accordance with these Terms, and who has the authority to bind the End Beneficiary to these Terms.

“Business Day”

A day on which banks in Dubai, United Arab Emirates are generally open for business, excluding Saturdays, Sundays, and public holidays declared by the UAE government.

“End Beneficiary” or “you”

The business entity or representative of a business entity(ies) that registers for an account on the Platform, purchases Products or Associated Support, or otherwise accesses or uses the Platform.

“End Beneficiary Data”

All data, information, documents, and materials uploaded to, submitted through, or otherwise provided by or on behalf of the End Beneficiary to the Platform or any Product, including tax returns, financial records, invoices, corporate documents, and any personal data of the End Beneficiary's employees, officers, or customers.

“Confidential Information”

All information (whether written, oral, electronic, or in any other form) disclosed by one party to the other in connection with these Terms that is designated as confidential or that ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure, including business plans, financial information, technical data, trade secrets, know-how, End Beneficiary Data, pricing, and the terms of any agreement between the parties.

“Fees”

The amounts payable by the End Beneficiary to PwC for the Products and Associated Support, as displayed on the Platform at the time of order.

“Intellectual Property Rights”

All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in computer software, trade secrets, know-how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Platform” or “Website”

The website operated by PwC at complianceAccessPoint.mer.pwc.com and any associated web applications, mobile applications, or digital interfaces through which Products and Associated Support are made available.

“Products”

Software products made available by PwC through the Platform, as described on the Platform from time to time.

“Product-Specific Terms”

The additional terms and conditions applicable to a particular Product or Associated Support, as published on the Platform or otherwise communicated to the End Beneficiary.

“Associated Support”

Any support provided by PwC to the End Beneficiary in connection with the Products, including access to the Platform, technical support, maintenance, and updates. For the avoidance of doubt, no professional or advisory services shall be provided by PwC through the Platform.

“VAT”

Value added tax as imposed under the Applicable Law.

“Sanctions”

Any sanctions, embargoes, asset-freezing measures, restricted-party measures, trade restrictions or similar requirements issued by the United Nations, United States, European Union, United Kingdom, DIFC, ADGM, or any other relevant authority.

“Sanctioned Person”

Any person or entity that is listed, owned, controlled by, acting on behalf of, located in, incorporated in, resident in, or otherwise connected to a person, country or territory subject to Sanctions.

“Restricted Countries”

Countries or territories subject to comprehensive or material sanctions, embargoes or PwC restrictions, including Cuba, Iran, North Korea, Syria, Russia, and any other country or territory restricted by FATF, Applicable Laws or PwC policy as may be updated from time to time.

“UBO”

Any natural person who directly or indirectly owns or controls more than 25% of the company, or otherwise exercises ultimate ownership, control or influence over the company.

“PEP”

A politically exposed person, former politically exposed person, or any close family member or close associate of such person.

In these Terms, unless the context otherwise requires:

• Headings are for convenience only and shall not affect the interpretation of these Terms;
• Words in the singular include the plural and vice versa;
• A reference to one gender includes all genders;
• The words “including”, “include”, and “in particular” shall be construed as being by way of illustration or emphasis only and shall not limit the generality of the preceding words;
• A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and includes all subordinate legislation made under that statute or statutory provision; and
• A reference to “writing” or “written” includes email and any other electronic form of communication.

To purchase Products or Associated Support through the Platform, the End Beneficiary must register for an account. Registration is available only to legal entities duly incorporated or registered in the United Arab Emirates with a valid and subsisting trade license and natural persons carrying on a business, trade or professional activity, including sole proprietors, freelancers and partners in an unincorporated partnership, in each case duly established, registered or licensed to carry on such activity in accordance with Applicable Law. The End Beneficiary confirms that it is registering solely for business or professional purposes and not as a consumer.

When registering for an account, and on an ongoing basis thereafter, the End Beneficiary must provide information that is accurate, true, current, complete, and not misleading, as requested in the registration form or otherwise required by PwC. This includes, without limitation: (a) the End Beneficiary's legal name, trade license number, and the bank account details linked to the trade license; (b) the End Beneficiary's registered address and contact details; (c) full beneficial ownership information, including the identity, ownership percentage, and control structure of each ultimate beneficial owner; (d) the details of the initial Authorized User, including a copy of their passport and Emirates ID; and (e) any further information reasonably required by PwC for End Beneficiary acceptance, and for compliance, anti-money laundering, sanctions screening, independence, conflicts of interest, and risk assessment purposes.

The End Beneficiary must promptly notify PwC of any change to the information provided and, without delay, submit updated information and supporting documentation sufficient to keep all such information accurate and current at all times. The End Beneficiary acknowledges that PwC may rely on all information, documents, declarations and confirmations submitted by or on behalf of the End Beneficiary for acceptance, compliance, AML, sanctions, independence, conflicts, fraud prevention and risk assessment purposes. Access to and use of the Platform, Products and Associated Support is at all times subject to completing and maintaining any applicable acceptance, independence, conflicts, sanctions, AML and other compliance and risk checks.

The End Beneficiary is responsible for maintaining the security and confidentiality of its account credentials, including usernames and passwords. The End Beneficiary must not share account credentials with any third party. Any activity that occurs under the End Beneficiary's account shall be deemed to have been carried out by or on behalf of the End Beneficiary, and the End Beneficiary shall be liable for all such activity.

PwC reserves the right to refuse, suspend, or cancel any registration or account at its sole discretion, including where PwC reasonably believes that the End Beneficiary does not meet eligibility requirements, poses an unacceptable risk, or has provided inaccurate or misleading information. In such a case, PwC will provide the End Beneficiary with guidance on next steps.

The End Beneficiary must promptly update its account information to ensure that it remains accurate, current, and complete at all times. Failure to do so may result in the inability to access certain Products or Associated Support or the suspension of the End Beneficiary's account.

Each End Beneficiary entity is permitted to maintain only one account on the Platform. Multiple accounts for the same legal entity are not permitted unless expressly authorized in writing by PwC. Notwithstanding the foregoing, a single Authorized User may maintain an account for different End Beneficiaries, with each End Beneficiary being assigned its own dedicated workspace within that account, and the Authorized User may purchase, manage, and receive Products and Associated Support (including tax returns) for each such End Beneficiary under that single account.

The End Beneficiary may designate Authorized Users to access and use the Platform on its behalf. The End Beneficiary is responsible for ensuring that each Authorized User complies with these Terms, and the End Beneficiary shall be liable for any breach of these Terms by any Authorized User as if it were a breach by the End Beneficiary itself.

All Products and Associated Support displayed on the Platform are invitations to treat only and do not constitute an offer by PwC to sell or provide such Products or Associated Support. No contract for the supply of any Product or Associated Support shall be formed until PwC accepts the End Beneficiary's order.

To place an order, the End Beneficiary must select the desired Product or Associated Support, provide all information requested during the ordering process, review the order summary (including applicable Fees), and submit the order through the Platform.

Submission of an order by the End Beneficiary constitutes the End Beneficiary's offer to purchase the relevant Product or Associated Support on these Terms and any applicable Product-Specific Terms. A contract between the End Beneficiary and PwC shall only be formed when PwC sends the End Beneficiary an order confirmation by email or through the Platform, at which point the order is deemed accepted.

PwC reserves the right to reject any order at its sole discretion, including where the End Beneficiary does not meet eligibility requirements, where PwC identifies a risk or compliance concern, or where PwC has insufficient capacity to fulfil the order. PwC shall notify the End Beneficiary of any order rejection without undue delay.

PwC uses reasonable efforts to ensure that all pricing information displayed on the Platform is accurate. However, if PwC discovers an error in the price of any Product or Associated Support ordered by the End Beneficiary, PwC shall notify the End Beneficiary as soon as reasonably practicable and offer the End Beneficiary the option to proceed at the correct price or cancel the order. PwC is not obligated to supply any Product or Associated Support at an incorrect price.

Product and Associated Support descriptions published on the Platform are provided for general information purposes only and do not form part of any contract unless expressly incorporated. The End Beneficiary should refer to the applicable Product-Specific Terms for the full scope, features, limitations, and service levels of each Product or Associated Support.

The availability of Products and Associated Support is subject to change without notice. PwC does not guarantee that any particular Product or Associated Support will remain available on the Platform and shall have no liability to the End Beneficiary in the event that a Product or Associated Support is discontinued or temporarily unavailable. Any entitlement to a refund of prepaid Fees, and any obligation to pay outstanding or accrued Fees following such discontinuation, suspension or termination, shall be determined in accordance with the applicable Product-Specific Terms.

The End Beneficiary acknowledges that the quality and effectiveness of the Product provided by PwC is directly dependent on: (a) the accuracy, completeness, and timeliness of the data and information provided by the End Beneficiary; (b) the country or jurisdiction for which the End Beneficiary is purchasing the Product, given that regulatory, legal, and operational requirements vary by jurisdiction; and (c) the format in which the End Beneficiary provides such data to PwC. PwC shall not be liable for any deficiency, error, delay, or failure in the Product to the extent caused by inaccurate, incomplete, outdated, or improperly formatted data provided by the End Beneficiary, or by the End Beneficiary's selection of an incorrect or inapplicable jurisdiction.

Unless otherwise specified in the applicable Product-Specific Terms or agreed in writing, all Fees are payable in advance at the time of order. Access to Products and Associated Support shall not be activated until payment has been received in full by PwC.

Payment may be made through the payment methods made available on the Platform. PwC may update the accepted payment methods from time to time. All Fees are subject to VAT at the prevailing rate applicable in the United Arab Emirates. PwC shall issue valid tax invoices in respect of all amounts payable, in compliance with Applicable Law.

All Fees and other amounts payable under these Terms are denominated in and shall be paid in United Arab Emirates Dirhams (AED). The End Beneficiary shall bear all currency conversion costs, bank charges, and transfer fees associated with making payment.

If the End Beneficiary fails to make any payment when due, PwC may, without prejudice to any other rights or remedies available to it: (a) suspend the End Beneficiary's access to the Platform, Products, and Associated Support until all outstanding amounts have been paid in full; and (b) recover from the End Beneficiary all costs and expenses (including reasonable legal fees) incurred in collecting overdue amounts.

The End Beneficiary shall pay all amounts due under these Terms in full without any deduction, set-off, counterclaim, or withholding of any kind, unless required by Applicable Law.

Refunds, if any, shall be provided only in accordance with the applicable Product-Specific Terms. Unless expressly stated in the Product-Specific Terms, all Fees paid are non-refundable.

All Intellectual Property Rights in and to the Platform, Products, Associated Support, and all content, materials, software, data, and documentation made available through the Platform (excluding End Beneficiary Data) are and shall remain the exclusive property of PwC or its licensors. Nothing in these Terms transfers or assigns any Intellectual Property Rights to the End Beneficiary.

Subject to the End Beneficiary's compliance with these Terms and payment of applicable Fees, PwC grants the End Beneficiary a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform and Products solely for the End Beneficiary's internal business purposes during the term of the End Beneficiary's subscription or access period. This license does not include any right to sublicence, resell, or distribute the Platform or Products to any third party.

The End Beneficiary shall not, and shall ensure that its Authorized Users do not:

• Copy, reproduce, modify, adapt, or create derivative works of the Platform, Products, or any content or materials made available therein;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying structure of any software forming part of the Platform or Products;
• Sublicence, sell, lease, rent, distribute, or otherwise make available the Platform or Products to any third party;
• Use any automated means (including bots, scrapers, or spiders) to access, scrape, or extract data or content from the Platform;
• Remove, obscure, or alter any copyright, trademark, or other proprietary notices contained in or on the Platform or Products; or
• Use the Platform, Products, or any outputs generated therefrom for the purposes of building or contributing to a competing product or service.

The End Beneficiary retains all Intellectual Property Rights in and to End Beneficiary Data. The End Beneficiary grants PwC a limited, non-exclusive, royalty-free license to use, process, store, and transfer End Beneficiary Data solely to the extent necessary to provide the Products and Associated Support to the End Beneficiary in accordance with these Terms.

PwC and/or its licensors retain all Intellectual Property Rights in and to any reports, outputs, analyses, or other materials generated by the Products or Associated Support ("Outputs"), excluding any End Beneficiary Data contained therein. The End Beneficiary is granted a license to use such Outputs solely for its internal business purposes.

If the End Beneficiary or any Authorized User provides any feedback, suggestions, ideas, or recommendations to PwC regarding the Platform, Products, or Associated Support ("Feedback"), such Feedback shall become the exclusive property of PwC. The End Beneficiary hereby assigns to PwC all right, title, and interest in and to any Feedback, and PwC shall be free to use, disclose, reproduce, and commercialize such Feedback without restriction, attribution, or compensation to the End Beneficiary.

The End Beneficiary shall use the Platform, Products, and Associated Support only in accordance with these Terms, any applicable Product-Specific Terms, and all Applicable Laws. The End Beneficiary shall ensure that its use of the Platform does not infringe the rights of any third party.

PwC may investigate, reject, suspend, restrict or terminate access where fraud, attempted fraud, suspicious activity or misuse is suspected.

The End Beneficiary shall not, and shall ensure that its Authorized Users do not:

• Upload, transmit, or distribute any virus, worm, trojan, malware, or other harmful or malicious code to or through the Platform;
• Interfere with, disrupt, or attempt to gain unauthorized access to any part of the Platform, its servers, networks, or connected systems;
• Use the Platform or Products in any manner that could overburden, impair, or disable the Platform's infrastructure;
• Attempt to access any data, accounts, or systems to which the End Beneficiary has not been granted authorized access;
• Use the Platform or Products for any unlawful purpose, including money laundering, concealment of ownership, sanctions evasion, terrorist financing, tax evasion, fraud, or any other financial crime;
• Use the Platform or Products in breach of any economic or trade sanctions imposed by the United Arab Emirates, the United Nations, the United States, the European Union, or any other applicable sanctions regime;
• Impersonate any person or entity, or falsely represent an affiliation with any person or entity; or
• Register or transact on behalf of an undisclosed third party.

The End Beneficiary shall comply with all Applicable Laws in its use of the Platform and Products, including tax laws, anti-money laundering regulations, data protection laws, and any industry-specific regulations applicable to the End Beneficiary's business.

The End Beneficiary is responsible for all acts and omissions of its Authorized Users in connection with the Platform, Products, and Associated Support. Any breach of these Terms by an Authorized User shall be treated as a breach by the End Beneficiary.

The Platform, Products, and Associated Support are provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Law, PwC makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the Platform, Products, or Associated Support, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or satisfactory quality.

PwC does not warrant or guarantee that: (a) the Platform will be available at all times or operate without interruption; (b) the Platform or Products will be free from errors, bugs, or defects; (c) the Platform will be secure or free from viruses or other harmful components; or (d) any defects will be corrected within any particular timeframe.

All content, information, and materials available on the Platform (including product descriptions, guides, articles, and educational content) are provided for general information purposes only and do not constitute tax advice, legal advice, financial advice, or any other form of professional advice. The End Beneficiary should obtain independent professional advice before making any decision based on information obtained from the Platform.

Use of the Platform or any Product does not create a professional relationship, adviser relationship, or fiduciary relationship between PwC and the End Beneficiary.

Any reports, calculations, or outputs generated by the Products are produced based on data and information provided by the End Beneficiary, and do not constitute professional opinions, certifications, or guarantees of accuracy or compliance. The End Beneficiary remains solely responsible for the accuracy of its data and for all filing and compliance decisions.

The Platform, Products, content, materials and any outputs provided through the Platform are provided solely for the benefit of the End Beneficiary and may not be relied upon by any third party.

The Platform is provided for information purposes only and, to the maximum extent permitted by Applicable Law, PwC excludes all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the Platform and any materials you obtain via the Platform. To the extent PwC's liability cannot by law be excluded, PwC's total aggregate liability arising out of or in connection with these Terms, the Platform, any Product or Associated Support, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the End Beneficiary to PwC for the relevant Product or Associated Support during the three (3) months immediately preceding the event giving rise to the claim. Where no Fees have been paid for the relevant Product or Associated Support, PwC's total aggregate liability towards the End Beneficiary shall not exceed US$5 (or its equivalent in AED).

You acknowledge and accept that use of the Platform is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, PwC is not liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Platform arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.

Subject to the paragraph on unlimited liability below, neither party shall be liable to the other for any:

• Indirect, consequential, special, incidental, or punitive damages;
• Loss of profits, revenue, or anticipated savings;
• Loss of business or business opportunities;
• Loss of or damage to data (except as expressly provided in the Data Privacy and Data Processing clause);
• Loss of goodwill or reputation; or
• Any losses that were not reasonably foreseeable at the time of entering into these Terms.

However arising, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if the party has been advised of the possibility of such damages.

Without limiting the generality of the foregoing, PwC shall have no liability for:

• Any penalties, fines, or interest imposed on the End Beneficiary by the Federal Tax Authority or any other regulatory or governmental body;
• Any failure or malfunction of its own or any third-party systems, services, or integrations used by the End Beneficiary in connection with the Products;
• Any errors, inaccuracies, or omissions in End Beneficiary Data or data provided by the End Beneficiary;
• Any losses arising from decisions made by the End Beneficiary based on Outputs generated by the Products; or
• Any failure by the End Beneficiary to meet filing deadlines or comply with Applicable Law.

Nothing in these Terms shall exclude or limit either party's liability for:

• Fraud or fraudulent misrepresentation;
• Death or personal injury caused by negligence; or
• Any liability that cannot be excluded or limited by Applicable Law.

The End Beneficiary shall indemnify and hold harmless PwC, its officers, directors, employees, agents, and affiliates from and against all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of these Terms by the End Beneficiary or its Authorized Users; (b) any inaccuracy or incompleteness of End Beneficiary Data; (c) any third-party claims arising from the End Beneficiary's use of the Platform or Products; or (d) any breach of Applicable Law by the End Beneficiary.

PwC processes personal data in connection with the Platform and Products in accordance with its Privacy Policy, which is available on the Platform and is incorporated into these Terms by reference.

PwC complies with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (the "UAE Data Protection Law") and any other relevant data protection law as applicable and their implementing regulations in respect of all personal data processed in connection with the Platform and Products.

In respect of account data and data collected through the End Beneficiary's use of the Platform (such as usage data, analytics data, and account information), PwC acts as an independent data controller. In respect of End Beneficiary Data processed through the Products on behalf of the End Beneficiary, PwC acts as a data processor, processing such data solely on the End Beneficiary's instructions and for the purposes of providing the Products and Associated Support.

PwC processes personal data on the following lawful bases, as applicable: (a) performance of the contract between PwC and the End Beneficiary; (b) compliance with legal obligations applicable to PwC; and (c) PwC's legitimate interests in operating, improving, and securing the Platform and Products, provided such interests are not overridden by the data subject's rights and freedoms.

PwC implements appropriate technical and organizational measures to protect personal data and End Beneficiary Data against unauthorized access, loss, destruction, or alteration.

In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of data subjects, PwC shall notify the End Beneficiary without undue delay from when becoming aware of the breach. PwC shall cooperate with the End Beneficiary and provide such information and assistance as the End Beneficiary may reasonably require to comply with its own notification obligations under Applicable Law.

PwC may transfer End Beneficiary Data outside the UAE or any other jurisdiction provided adequate safeguards are in place as required under the Applicable Law. Further, PwC may use third-party service providers, including cloud hosting and infrastructure providers, to host, store, process and otherwise handle End Beneficiary Data solely to the extent necessary for PwC to provide the Products and Associated Support to the End Beneficiary. The End Beneficiary authorizes PwC to disclose and transfer End Beneficiary Data to such third-party service providers for these purposes.

PwC retains personal data and End Beneficiary Data only for as long as necessary to fulfil the purposes for which it was collected, to comply with legal and regulatory retention requirements, or to establish, exercise, or defend legal claims. Upon expiry of the applicable retention period, personal data shall be securely deleted or anonymized.

If the End Beneficiary accesses any PwC information, it shall ensure that it is securely destroyed immediately from its systems after completion of the services, or upon PwC's request.

Notwithstanding the foregoing, the Platform is not intended to be a repository for or otherwise be a part of the End Beneficiary's permanent records, and the Authorized Users are responsible for separately maintaining copies of any information stored on or made available through the Platform. Upon expiry or termination of access, Authorized Users shall be responsible for exporting any required data. PwC may delete or disable access to data stored in the Platform, subject to Applicable Law and PwC professional obligations.

Each party (the "Receiving Party") undertakes to keep confidential all Confidential Information disclosed to it by the other party (the "Disclosing Party") and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information to any third party or use it for any purpose other than the performance of its obligations and the exercise of its rights under these Terms.

Confidential Information includes, without limitation, all information relating to a party's business, operations, systems, processes, plans, intentions, product information, know-how, trade secrets, market opportunities, customers, End Beneficiaries, and personnel, and any information developed by PwC in the course of providing the Products and Associated Support.

The obligations of confidentiality set out in this clause shall not apply to information that:

• Is or becomes publicly available other than through a breach of these Terms by the Receiving Party;
• Was in the Receiving Party's lawful possession before receipt from the Disclosing Party, as evidenced by the Receiving Party's written records;
• Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or
• Is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

The Receiving Party may disclose Confidential Information:

• To its employees, officers, directors, professional advisers, service providers, auditors, and affiliates who have a need to know such information for the purposes of these Terms, provided that such persons are bound by obligations of confidentiality no less onerous than those set out in this clause; and
• To the extent required by Applicable Law, regulation, court order, or the rules of any regulatory authority, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party reasonable advance notice of such disclosure to enable the Disclosing Party to seek protective relief.

The obligations of confidentiality set out in this clause shall survive the termination or expiry of these Terms and shall continue in full force and effect for a period of three (3) years following the date of termination or expiry.

The Platform may contain hyperlinks, integrations, or references to third-party websites, applications, or services that are not owned or controlled by PwC. Such links are provided for the End Beneficiary's convenience only.

The inclusion of any link to a third-party website or service does not imply endorsement, sponsorship, or recommendation by PwC of that website or service. PwC has no control over and assumes no responsibility for the content, accuracy, privacy practices, availability, or policies of any third-party websites or services.

The End Beneficiary's use of any third-party website or service is at the End Beneficiary's own risk and is subject to the terms and conditions and privacy policies of that third party. PwC shall have no liability for any loss or damage arising from the End Beneficiary's use of or reliance on any third-party website or service.

PwC reserves the right to amend, modify, or update these Terms at any time at its sole discretion. PwC will post any such amendments on the Platform.

If the End Beneficiary continues to access or use the Platform, Products, or Associated Support after the effective date of any amendment, the End Beneficiary shall be deemed to have accepted the amended Terms. If the End Beneficiary does not agree to any amendment, the End Beneficiary's sole remedy is to terminate its account and cease using the Platform before the effective date of the amendment.

Either party may terminate these Terms for convenience by giving the other party not less than thirty (30) days' prior written notice. Upon termination for convenience by the End Beneficiary, no refund of prepaid Fees shall be due unless expressly provided in the applicable Product-Specific Terms.

Either party may terminate these Terms immediately by giving written notice to the other party if:

• The other party commits a material breach of these Terms and (where such breach is capable of remedy) fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach and requiring its remedy; or
• The other party becomes insolvent, enters into liquidation, has a receiver or administrator appointed over its assets, enters into any composition or arrangement with its creditors, ceases or threatens to cease to carry on business, or is subject to any analogous event in any jurisdiction.

For the avoidance of doubt, where the End Beneficiary terminates these Terms, the End Beneficiary shall cease accessing and using the Platform, Products and Associated Support from the effective date of termination. Any rights or obligations relating to Fees, refunds or continued access shall be determined in accordance with the applicable Product-Specific Terms.

PwC may terminate these Terms immediately by written notice to the End Beneficiary if:

• The End Beneficiary or any of its Authorized Users, beneficial owners, or connected persons becomes subject to sanctions imposed by the United Arab Emirates, the United Nations, the United States, the European Union, or the United Kingdom;
• Continued provision of the Products or Associated Support to the End Beneficiary would cause PwC to breach Applicable Law or any regulatory requirement; or
• PwC determines in its reasonable discretion that the End Beneficiary poses an unacceptable legal, regulatory, reputational, or operational risk.

PwC may suspend the End Beneficiary's access to the Platform, Products, and Associated Support (in whole or in part) without prior notice if:

• The End Beneficiary fails to pay any amount due under these Terms by its due date;
• PwC reasonably suspects that the End Beneficiary has breached or is likely to breach these Terms;
• Suspension is necessary to protect the security or integrity of the Platform or to comply with Applicable Law; or
• PwC is directed to do so by a regulatory or governmental authority.

Upon termination or expiry of these Terms for any reason:

• The End Beneficiary's right to access and use the Platform, Products, and Associated Support shall cease immediately;
• All outstanding Fees (if any) for the period up to and including the date of termination shall become immediately due and payable;
• PwC shall retain End Beneficiary Data in accordance with its data retention policies and Applicable Law, and thereafter shall securely delete or anonymize such data;
• The End Beneficiary shall promptly destroy or return all Confidential Information of PwC in its possession or control; and
• Clauses that by their nature are intended to survive termination shall continue in full force and effect, including those covering Intellectual Property, Disclaimers, Limitation of Liability, Data Privacy, Confidentiality, and Governing Law and Jurisdiction.

PwC shall have no liability to the End Beneficiary for any suspension or termination of access to the Platform, Products, or Associated Support carried out in accordance with these Terms.

Neither party shall be liable to the other for any failure or delay in performing its obligations under these Terms (other than an obligation to pay money) to the extent that such failure or delay is caused by a Force Majeure Event.

A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including:

• Acts of God, including earthquakes, floods, storms, or other natural disasters;
• Epidemics, pandemics, or public health emergencies;
• War, armed conflict, terrorism, civil unrest, or insurrection;
• Cyber attacks, distributed denial-of-service attacks, or other malicious cyber activity directed at the Platform or its infrastructure;
• Government actions, orders, embargoes, sanctions, or regulatory changes;
• Failure of public utilities, telecommunications networks, or power supply; and
• Failure of third-party hosting, cloud infrastructure, or other technology services upon which the Platform depends, provided such failure is not attributable to the affected party's negligence.

The party affected by a Force Majeure Event shall: (a) notify the other party in writing as soon as reasonably practicable, providing details of the Force Majeure Event and its expected duration; (b) use all reasonable endeavors to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable; and (c) keep the other party informed of developments.

If a Force Majeure Event continues for a period of sixty (60) or more consecutive days, either party may terminate these Terms by giving thirty (30) days' written notice to the other party. Upon such termination, neither party shall have any further liability to the other, save for any rights and liabilities that accrued prior to the date of termination.

These Terms, together with any applicable Product-Specific Terms, the Privacy Policy, and any order confirmations issued by PwC, constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all prior agreements, understandings, representations, and negotiations between the parties, whether written or oral.

If any provision of these Terms (or part of any provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it valid, enforceable, and legal.

No failure or delay by a party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall prevent any further exercise of that or any other right, power, or remedy.

The End Beneficiary may not assign, transfer, sub-contract, or deal in any other manner with any or all of its rights or obligations under these Terms without the prior written consent of PwC. PwC may assign, transfer, or sub-contract any or all of its rights or obligations under these Terms to any of its affiliates or in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the End Beneficiary's consent.

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other, or authorize either party to make or enter into any commitments for or on behalf of the other party.

These Terms do not confer any rights on any third party. No person who is not a party to these Terms shall have any right to enforce any of its provisions.

Any notice required or permitted to be given under these Terms shall be in writing and shall be sent by email (to the email address registered with the End Beneficiary's account or, in the case of PwC, to the email address published on the Platform) and by registered post to the party's registered address. A notice shall be deemed received: (a) if sent by email, at the time of transmission provided no bounce-back or error notification is received; and (b) if sent by registered post, on the earlier of actual receipt or five (5) Business Days after posting.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United Arab Emirates including the applicable DMCC company regulations and rules.

The parties irrevocably submit to the exclusive jurisdiction of the courts of Dubai for the resolution of any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

Notwithstanding the foregoing, PwC may seek interim or injunctive relief in any court of competent jurisdiction for the protection of its Intellectual Property Rights or Confidential Information, without the requirement to post a bond or other security.