BDO PORTAL – CLIENT USER

Client User Terms OF USE

The BDO Portal web site (the “BDO Portal”) is an online collaboration space, available 24/7, designed to assist you, our clients, in meeting the business challenges you face by connecting you with the knowledge and expertise of the BDO professionals and to assist the BDO professionals in serving you better.

This BDO Portal is made available to you by BDO Jordan

About BDO

BDO is an international network of independent public accounting, tax and advisory firms (the “BDO Network”), which perform professional services under the name of BDO (each a “Member Firm” or “BDO Member Firm”). BDO International Limited (“BDOI”) is a UK company limited by guarantee. It is the governing entity of the BDO Network.
Each of BDOI and the Member Firms is a separate legal entity and has no liability for another such entity's acts or omissions. Nothing in the arrangements or rules of the BDO Network shall constitute or imply an agency relationship or a partnership between BDOI and the Member Firms.

BDOI provides no client services. Services are provided solely by the BDO Member Firms in their respective geographic areas.

Scope

The BDO Portal is for use by certain personnel of (i) the BDO Network, (ii) each Member Firm of BDOI, and (iii) clients of BDO Member Firms ("Clients") and other unrelated parties invited to use the BDO Portal by a BDO Member Firm. Partners, principals, directors and employees of entities within the BDO Network are not subject to these Terms of Use (these “Terms”) but rather to the usage terms found here

Each BDO Member Firm (also referred to herein as “we”, “us” , “our” or BDO) may invite personnel who are not part of the BDO Network to use this BDO Portal pursuant to these Terms. If you are such an invitee, these Terms are applicable to you (and further references below to “you”, “yourself”, “your”, “Client User” or “Client Users” shall be applicable to you as such an invitee).

The Client has requested that we grant you, the Client User, access to this BDO Portal. By this request, the Client confirms its agreement with these Terms and these Terms shall be a legally binding agreement between the Client and the BDO Member Firm.

Prior to your use (or continued use) of this BDO Portal, you, as the Client User, must agree to these Terms and these Terms shall be a legally binding agreement between you, as the Client User, and the BDO Member Firm that invited you to this BDO Portal.

Where we and a Client have agreed, pursuant to an engagement letter or other contract (each an “Engagement Letter”) to the performance of services or delivery of deliverables (an “Engagement”), then all Engagement services and deliverables shall be governed by the Engagement Letter and, where applicable, these Terms. In the event of any conflict between an Engagement Letter and these Terms, the terms of the Engagement Letter shall control with respect to the applicable Engagement. In all other cases, these Terms shall apply to the use of the BDO Portal except as specified otherwise in these Terms.

Although parts of these Terms may make reference to other entities in the BDO Network, these Terms are only with us and not with any of those other entities.

Terms of Use

By using this BDO Portal, you are agreeing to these Terms. If you do not agree to these Terms, then you are not allowed to use this BDO Portal and should immediately terminate such usage.

The BDO Portal may redirect you to various separate web sites and applications. These Terms apply solely to the content on the BDO Portal, and not to each individual web site or application it redirects to. BDO does not bear any responsibility whatsoever for the content, accuracy or security of any web sites or applications that are linked (by way of hyperlink or otherwise) to the BDO Portal.

We may revise these Terms of Use at any time in our sole discretion by posting such revised Terms of Use at the Terms of Use link (i.e. this page that you are currently viewing) or elsewhere on the BDO Portal. Such revisions shall be effective as to you upon posting, unless explicitly stated by us. It is your responsibility to be aware of any such revised Terms of Use by checking this page. Your continued use of BDO Portal following changes to these Terms of Use constitutes your agreement to the revised Terms of Use.

The Client and the Client User are wholly responsible for their use of the BDO Portal, and for the user names and passwords allocated (if relevant). The Client User shall make use of the BDO Portal only with its own individually allocated user name and password or the user name and password granting access to the BDO Portal. BDO and any third parties involved with BDO shall not be responsible, or be held responsible, for the Client User’s use of the BDO Portal, or for the use of the user names and passwords allocated (when relevant). The Client and the Client User shall in no way violate third party intellectual property rights, and shall in no way interfere with or commercially exploit the system of which the BDO Portal forms part except as specifically permitted herein.

BDO and any third parties engaged by BDO for the purposes of the BDO Portal retain the usage and ownership rights to the BDO Portal and the related technology. You access this BDO Portal using Microsoft SharePoint technology and by using this BDO Portal, you and the Client agree to be bound by their license terms, set out at here, as they may be amended from time to time.

The Client and the Client User will maintain the confidentiality of the content and technology of this BDO Portal using at least the same degree of care as Client and the Client User use in maintaining their own proprietary and/or confidential information, but in no event using less than a reasonable degree of care.

The Client and the Client User will ensure that all and any copies of this BDO Portal content (printed or electronic) retain and/or reflect any copyright, confidentiality, or other legal notice that appears on or with such material when accessed on this BDO Portal. The Client and/or the Client User will not copy, download, reproduce, modify or distribute this BDO Portal technology in whole or in part, except as may be expressly permitted elsewhere in writing outside of these Terms.

Except as otherwise provided in an applicable Engagement Letter, you and Client may not engage in any of the following relating to the BDO Portal and/or its contents, nor may you and Client authorise other parties to do so:

(a) make use of the service for any purpose other than that for which access has been provided,

(b) copy or distribute the BDO Portal or any of its contents,

(d) deduce, change or edit source codes relating to the BDO Portal, or

(e) distribute, exploit, transfer or sub-license the BDO Portal or any rights related to it.

You as the Client User and the Client remain at all times responsible for the accuracy and completeness of the data contributed to the BDO Portal and for the timely submission thereof.

If you and/or the Client save information from the BDO Portal on your own computer, server or other storage medium, you and/or the Client are responsible and accountable for the security, storage and availability of this information.

Availability of the BDO Portal

If, for whatever reason, the BDO Portal is unavailable for more than one day, you and/or the Client shall contact your BDO contact person both by telephone and by email and, where necessary, alternative arrangements will be made for submission, preparation and/or approval of the documents so as not to prejudice any timely filing of documents or otherwise. If you and/or the Client do not make immediate contact with BDO, BDO shall not be responsible for the consequences of any late filing of documents or otherwise.

BDO is responsible for maintaining the technical and organisational environment necessary for the BDO Portal and for endeavouring to ensure that the information therein is secure and accessible only to authorised persons.

BDO does not guarantee permanent availability of the BDO Portal. BDO reserves the right, at its own discretion, to withdraw the BDO Portal, either from you and the Client and/or in general, in such instance as virus attacks, internet security breaches, problems caused by Client connection issues or in other situations where uninterrupted use of the BDO Portal is or may be threatened. Where possible, BDO shall notify the Client in advance. If you and/or the Client become aware that security may be threatened, you shall notify BDO immediately by telephone and in writing (including by email).

BDO shall notify the Client in advance of any planned maintenance of the BDO Portal.

Access to the BDO Portal

Client access to BDO Portal is governed by the Client’s local Member Firm.

To access the BDO Portal, you and/or the Client may have received from your local Member Firm a user name and a password. The user name and password must be treated confidentially, and they are not transferable.

You and the Client are responsible for the proper usage and security of the Client's hardware and software and of the user certificates giving access to the BDO Portal. You and the Client are prohibited from allowing unauthorized parties access to the BDO Portal. You and the Client are required to use reliable antivirus software before and during use of the BDO Portal. Furthermore, you and/or the Client may not use the BDO Portal in non-secure environments (such as internet cafés for example).

If you and/or the Client know or suspect that third parties are, or may become, privy to information concerning the user name or password or that these have been lost, stolen or are missing, you and/or the Client must notify BDO immediately.

If necessary for the proper running of the BDO Portal, the Client User's password(s) may be reset from time to time.

If BDO grants the Client access to the BDO Portal, the Client obtains a limited, non-exclusive and non-transferable right to use the BDO Portal.

The Client’s access to this BDO Portal and hence the right to use this BDO Portal apply for the term of the Engagement, except if the parties agree that BDO will make the BDO Portal available for a longer period with or without changes to its form and content.

BDO has the right to prematurely terminate or defer for an indefinite period of time, at any time, with immediate effect and without having to give prior notice, the Client’s and the Client Users’ access to and hence its right to use all or parts of the BDO Portal, for the purposes of maintenance, adjustments or improvements or in connection with events of threat to the security of the BDO Portal.

Upon termination of the right to use the BDO Portal, and upon request from the Client, BDO will return the information and data available to the Client on this Portal, except if and insofar as the information and data does not specifically apply to the Client or the Client User.

Upon termination of the right to use the BDO Portal, BDO will destroy the Client’s information and data, except if BDO needs the information and data to perform the Engagement or to comply with its statutory or professional safekeeping duties or other duties

Third parties

BDO may engage third parties for the purpose of providing and maintaining the BDO Portal. To the extent that contracted third parties may need to have access to the BDO Portal and also possibly to Client or Client Users' information, and with the prior consent of your Member Firm, you and the Client assent to the processing of your and its data for these purposes. You and the Client hereby authorise BDO and the afore-mentioned third parties contracted by BDO to process all the data provided. Should the Client need to obtain authorization from other parties for the processing of any data, the Client warrants that it has such authorization.

Liability, indemnification

Although we take commercially reasonable steps to make this BDO Portal useful and secure, this BDO Portal (including all BDO Portal technology, BDO Portal content and other content) is provided as is, without warranty of any kind. Without limiting the foregoing, we do not warrant that this BDO Portal will be 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 warranties of merchantability, title, and fitness for a particular purpose, non-infringement, compatibility, security, and accuracy.

BDO is only responsible for damage or costs incurred due to wilful intent to cause damage, deception, fraud or wilful recklessness on the part of BDO Member Firms’ personnel.

Your use and the Client’s use of this BDO Portal is at your own risk and you assume full responsibility and risk of loss resulting from your usage, including with respect to loss of service or data. We will not be liable for any damage or costs incurred by you, the Client or by third parties as a result of your or the Client’s use of the BDO Portal, regardless of the reason for such damage or costs, which may include without limitation damage due to: (i) inaccurate or incomplete Client information; (ii) malfunctions, errors, delays or any other deficiencies of the BDO Portal and/or BDO’s means of communication, such as not being able to send, receive, store or change information; (iii) viruses, spyware and other harmful software; (iv) temporary or prolonged denial of access to or shutdown of the BDO Portal for the purposes of maintenance, adjustments or improvements; (v) the alteration, extension or (partial) deletion of the BDO Portal; (vi) any acts or omissions by you, the Client and/or other authorized users in breach of the obligations arising from or in connection with the BDO Portal; or (vii) loss of electricity if you and/or the Client are logged in on the system.

BDO is not responsible or liable for the existence of an operational point-to-point connection between the systems and software owned or used by the Client and the BDO Portal or the platform on which the BDO Portal runs.

If the Client uses the Single-Sign-On functionality to connect to software applications owned by or licensed (paid or free license) to the Client, BDO is in no way responsible and/or liable for the content and/or use of the software, software packages or data in question.

Except as stipulated above, BDO is not liable for any loss of turnover, profit or goodwill for any reason whatsoever, even if BDO has been informed of the likelihood of this loss. BDO will endeavour to repair malfunctions reported to BDO by you and/or the Client, except if the cause of the malfunction is attributable to you and/or the Client or to the system and/or software used by you and/or the Client. If you and/or the Client act in breach of the obligations arising from or in connection with the use of the BDO Portal, you and/or the Client will be liable for all the resulting damage and costs incurred by BDO.

The Client indemnifies BDO against any and all third-party claims arising from or in connection with the BDO Portal, including but not limited to third-party claims arising from non-fulfilment by the Client or persons working at or for the Client of any of the obligations applicable to them.

The above limitations of liability shall be applicable not only to us but also to each other entity within the BDO Network and to our and their respective personnel.

If any of the above limitations of liability is invalid or unenforceable in any jurisdiction, then (i) in that jurisdiction it shall be re-construed to the maximum effect permitted by law to effect its intent as nearly as possible and the remaining terms shall remain in full force and effect, and (ii) in every other jurisdiction all of these terms shall remain in full force and effect.

Intellectual property

BDO or the third party from which BDO has obtained permits/licences will at all times remain the owner of all the intellectual and other property rights regarding this BDO Portal.

This BDO Portal contains material which is owned by or licensed to your local BDO Member Firm. This material includes, but is not limited to, any features developed or provided by your local BDO Member Firm, including, but not limited to, analytics, insights, CRM connectivity, as well as users, clients and projects lists.

You or the Client may not publish information relating to the BDO Portal or operate or otherwise use the BDO Portal with the aid of third parties or on its own in a manner (including but not limited to storing or reproducing all or part of the BDO Portal on another internet page or inserting links, hyperlinks or deep links between the BDO Portal and any other internet page) for which no prior written permission has been obtained from BDO.

Force majeure

BDO is not obliged to meet any obligation it is unable to meet due to force majeure. Force majeure is understood to include shortcomings by third parties engaged by BDO as well as disruptions to or failures in the electricity supply and/or telecommunications systems.

Property rights

You may link to this BDO Portal provided that such link does not involve unauthorized use of the BDO Portal, or of our logos; any false claims (actual or implied) of endorsement by, or other relationship with BDO; or any other infringement of our trademarks, copyright and/or other intellectual property rights.

This BDO Portal contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics of the BDO Portal. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these Terms of Use. You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other web site or other form of electronic retrieval system.

Evidence

Data extracts from BDO’s computer and other systems will provide sufficient evidence of any and all use of the BDO Portal and any and all instructions, guidelines and other communications between BDO and you and/or the Client, as well as any and all transactions and activities carried out under the Engagement. Evidence to the contrary may be submitted only in the event of clear errors in the data extracts from BDO’s computer and other systems. The use of login data for the BDO Portal provides sufficient proof of the identity of the authorized user.

Applicable law

These Terms shall be governed by and construed in accordance with the laws of the country where the head office of the BDO Member Firm which has granted you access to the BDO Portal is located. The courts of that country shall have exclusive jurisdiction to resolve any disputes arising out of these Terms.

For any further information or questions regarding these Terms, please send us an email at it@bdo.com.jo