Terms & Conditions

Last updated: 15 September 2023

You have been given access by PricewaterhouseCoopers LLP (also referred to as “us”, or “we”) to Digital Tax Academy on Learning Lab (“the Product”). Learning Lab is an online learning software that aims to build long-term skills to help people reach their potential, smarter and faster. It does this by personalising the learning and delivering the content based on the user’s interaction with Learning Lab.

PwC has developed tax technical training courses to help tax functions drive business decisions (‘the Digital Tax Academy’). Courses that are part of the Digital Tax Academy will be delivered via the Learning Lab platform.

These terms form an agreement between you and us; please read them carefully.

This agreement will take effect when you click the “I agree” button. By clicking “I agree”, you agree to be bound by these terms of use.

We may amend these terms from time to time. The amended terms will either be notified to you, or be available for you to view on (or when accessing) the Product.

Product

1. Learning Lab is designed to deliver a personalised learning experience unique and tailored for each individual user. Users complete the course by completing a series of topics in a module and a number of modules within each course. Learning Lab then uses an algorithm to generate a tailored Quiz each day, which identifies topics the user has previously learnt and that they need to improve on the most (to improve their memory or understanding of that topic). This learning experience helps users to learn more efficiently and effectively, by targeting the areas they personally need to improve on.
2. The Product may be used for the delivery of training in order to drive behaviour change, and thereby deliver business outcomes.
3. For this engagement Learning Lab is being used for the delivery of training for your normal internal business purposes, subject to the restrictions below and elsewhere in the agreement.

Restrictions and other obligations

1. You shall:
   1. ensure that the number of your permitted users using the Product does not exceed the number of users agreed between PwC and you (licences are not transferable between individuals without our consent). If you intend to exceed the specified maximum number of named individual users, we will discuss with you an additional fee to be confirmed in writing in advance of charging;
   2. not alter or remove any copyright, disclaimer or proprietary mark contained in the Product or its output;
   3. ensure all data uploaded into the Product is provided to us in the relevant format, agreed with you in writing via email. If we are required to convert any data into the relevant format, we may charge you for the additional time spent at our then standard hourly rates;
   4. ensuring the data you, a permitted user or any third party on your behalf, provides to us is the data you want loaded into the Product and notifying us if you identify any problems with the accuracy of any data loaded or provided;
   5. determine how you choose to use the information contained in and presented by the software. You, the permitted users and any third parties should not rely upon any information, materials or documentation contained in the Product for any business decision unless agreed by us in writing.
   6. ensure your use of the Product, which may be subject to applicable Trade Control Laws, abides by these laws, in particular:
      1. You agree to comply with all applicable Trade Control Laws and further agree as follows, that, until further written notice from us, you:
         1. will not access or otherwise use the Tool from or on behalf of any country subject to comprehensive U.S. economic sanctions (currently, Cuba, Iran, North Korea, Sudan, Syria and Crimea (region of Ukraine) (“Sanctioned Country”);
         2. will not use the Software for any end-uses restricted by the U.S. Government (including, but not limited to, nuclear, missiles, chemical or biological weapons end-uses);
         3. are not and are not acting on behalf of a person or entity on any U.S.
            Government restricted party lists; and
         4. will not use the Tool to store or transfer any data subject to the International Traffic in Arms Regulations or subject to the Export Administration Regulations and controlled at a level other than EAR99/AT.
      2. For the purposes of this paragraph, the following words shall have the following definitions:
         1. “Trade Control Laws” means all applicable U.S. and non-U.S. export control laws, including the Export Administration Regulations (US) and the International Traffic in Arms Regulations (US), and economic sanctions programs including those that are or may be maintained by the U.S. Government against Sanctioned Countries and Restricted Parties.
         2. “Restricted Parties” means individuals and entities identified on, owned or controlled by, or acting on behalf of entities identified on applicable government restricted party lists. Namely these US government lists: List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Denied Persons List, Unverified List, and Entity List.
2. provide the following to configure the Learning Lab software for your use:
   1. You will provide the first name, surname and email address of all permitted users in scope.
   2. You will provide the name of an individual(s) who will receive the Learning Lab reports and communications.
   3. You will provide the required IT support, documentation and resources to set up Learning Lab and resolve deployment issues which arise, including mobile app deployment and SSO configuration, if required.
3. ensure that where you access any third party software (for example single sign-on software) via the Learning Lab solution, the support, maintenance and management of that third party software shall not be our responsibility;
4. notify us by email to the designated PwC contact when such personnel leave or otherwise need their access terminated, and for periodically reviewing the access rights of your people to ensure that it remains appropriate; and
5. acknowledge that your staff may be able to access the software from any web-enabled device. You agree that you are solely responsible for:
   1. providing details of those of your staff you believe should have access to our systems and ensuring those people are aware of and agree to be bound by the conditions for access;
   2. checking that your people don’t post highly confidential information onto the software without encrypting it.
6. comply, and ensure that all permitted users comply, with our acceptable use policy referenced included within the software interface.

Services – Support

1. a) We will provide you with the following Product support services:
   1. We will provide you with hosting, maintenance (including enhancements, improvements, error corrections and upgrades made to the Product from time to time) and support services (including customer support and technical support) in respect of the Product, which we may sub-contract to a third party.
   2. We will accept English language support requests on using the software features by emailing learninglabsupport@pwc.com, and will be responded to during the hours of 9.30am to 5.30pm on UK business days.
   3. As part of the subscription, PwC may (a) apply bug fixes or maintenance packs to the Software; and (b) apply updates to the Software during the Term. PwC is under no obligation to provide any updates or product enhancements on any designated schedule, or at all. You cannot opt out of software upgrades and updates if they are made to Learning Lab. We will plan updates and maintenance where possible to minimise Learning Lab downtime and will notify you in a timely manner how long issues will take to resolve.
   4. All support will be delivered remotely. Occasional client-site work can be scheduled subject to agreement between both parties.
   5. We may use third party software to manage support requests. This may include a PwC support portal in the future, to allow users’ staff to log and track requests via a secure web interface which specifies the information required at the point of logging.
   6. PwC will respond to all support requests in writing.

Services - implementation and courses

1. We will, provide the following services relating to the implementation of the Product:
   1. We will use PwC’s external user authentication solution (idAM), where users are provided with a temporary password to login for the first time and then create their permanent password. If required, we can use your single sign-on solution for user login and access, which will be agreed in advance with you in writing, via email.
   2. We will give you access to a tenancy which contains the training materials and store the associated data from users logging into the solution.
   3. Learning Lab will be made accessible on the Firefox, Chrome, Safari and Edge web browsers as a responsive website. In the future, Learning Lab may also be accessible on iOS 14 onwards and Android version 10 onwards mobile operating systems. However, this will be dependent on the product roadmap and so access to native mobile applications cannot be guaranteed. As we continue to develop the product further, Learning Lab may also become available through additional web browsers and mobile operating systems. Any native mobile applications may be made available through the respective public app stores.
   4. you have not requested software alterations to accommodate specific accessibility requirements.
   5. There may be future updates or improvements to the product which should not change the basis of use as scoped here. You will be sent relevant information when necessary.
2. We will provide the following services relating to the implementation of the course:
   1. PwC’s Digital Tax Academy course library. The Digital Tax Academy Library will be updated as and when new courses become available or existing courses are amended.The courses in Digital Tax Academy will consist of off-the-shelf content. Any changes or tailoring of the off-the-shelf course content itself will be charged on a time and material basis and agreed with you in advance.
   2. PwC will retain all the intellectual property associated with the course content and questions provided through Learning Lab.
   3. The content is provided for general training purposes and does not constitute legal advice. You should obtain specific professional advice before relying on the content, for example, for any specific matter or transaction. PwC will review the legislation from time to time and use reasonable endeavours to update the content. For these reasons, the content may not always reflect the current and up to date position.
   4. We will provide a Delivery Lead to manage the rollout and delivery of the Learning Lab Digital Tax Academy for you.
3. After the Product has been implemented, you will carry out acceptance tests (e.g. login access, course access, and course completion) on the Product. Such acceptance tests must use data which is representative of the data which you intend to use after acceptance.
4. If the Product fails to pass the acceptance tests in any material respect, then you will provide us with a notice to this effect within 5 days from completion of the acceptance tests giving details of the material failure. We will take reasonable measures to rectify the defect and repeat the acceptance tests for the Product within a reasonable period. If the Product passes the acceptance test, you will promptly provide us with a written notice of acceptance.
5. Where required, acceptance of the Product shall be deemed to have occurred on the earlier of: (i) you providing us with a notice of acceptance; (ii) the expiry of 5 days following completion of the acceptance tests; and (iii) the use of the Product by you or on your behalf in the course of your business.
6. We will have no liability for any failure or delay caused by (i) any failure on your part to comply with your obligations under the agreement; (ii) the act or omission of any third party engaged by you in connection with the project to which the services relate or (iii) the performance or failure to perform of any third party hardware, Product, networks, infrastructure, or materials (including third party materials and documentation) not supplied by us under the agreement (together “qualifying delays”).
7. In the event of a qualifying delay, (i) we will notify you when we reasonably believe that a qualifying delay is likely to delay the services; and (ii) we will be entitled to: (a) an extension of time equal to the period of delay caused as a direct result of such qualifying delay; and (b) recover our reasonable additional costs to the extent directly caused by the qualifying delay, including the costs of any additional services occasioned by the qualifying delay.

Subscription and Fees

1. By clicking the ‘I agree’ button you agree to pay us the annual subscription fee.
   
2. We will raise an invoice for the annual subscription fee and will send this to you at the same email address we used to provide you with the Product.
   
3. Our invoices are payable 14 days after the date on the invoice. If you do not pay an invoice within 30 days of the date of the invoice, we may charge you interest at the rate set by law.
   
4. The initial term of the agreement begins when you click the ‘I agree’ button and ends after 12 months, unless terminated earlier in accordance with the terms of this agreement, or renewed in accordance with clause 2.e. below.
   
5. Provision of data – If applicable, we shall use reasonable commercial endeavours to deliver the most recent back-up of your data to you within 30 days of termination of this agreement, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Thereafter, subject to relevant laws, we may destroy or otherwise dispose of any of your documents, data or content we have in our possession.

Limitation of liability

1. a. You and we agree that:
   
   1. the Product the content and outputs are provided on an ‘as-is’ basis;
      
   2. to the extent permitted by law, no warranties or other provisions are implied into these terms. We do not warrant that the operation of the Product will be uninterrupted;
      
   3. to the extent permitted by law, we do not accept any liability, responsibility or duty of care to you for the Product, the content or outputs, or for any consequences of you or anyone acting or refraining to act in reliance on them, or for any decision based on them;
      
   4. to the extent permitted by law, and in accordance with the terms set out above, in any circumstances where we do accept liability, responsibility or duty of care to you, our overall liability is limited to the annual licence fee for the Product paid to us by you;
      
   5. in providing you with the Product we are not providing you with any form of accountancy advice; and
      
   6. nothing in these terms excludes our liability for fraud, or for anything else that cannot be limited by law.

Suspension or termination

1. Ending your access. We may immediately suspend or terminate access to the Product if you use it other than as permitted by us, or if we consider that your use of the product could cause a detriment to us or others, or for any other reason we require (e.g. maintenance, or to make any changes or improvements).

Ownership

1. Intellectual property rights. We and our licensors own the Product. You have a limited, non-transferable, non-sublicensable licence to use it in accordance with these terms only. (Our licensors may include an entity you work for).

General

1. Disputes.
   
   1. If a dispute arises, you and we will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.
      
   2. These terms and any dispute arising from them, whether contractual or non-contractual, will be governed by English law, and be subject to the exclusive jurisdiction of English courts.
      
   3. Any claims must be brought no later than 2 years after the date the claimant should have been aware of the potential claim and, in any event, no later than 4 years after any alleged breach.
2. Matters beyond reasonable control. We will not be liable to you if we fail to meet our obligations due to matters beyond our reasonable control.
3. Rights of third parties. A person who is not a party to these terms has no rights to enforce them.
4. Entire agreement. These terms form the entire agreement between you and us in relation to the Product. These terms replace any earlier agreements, representations or discussions.

Other

1. Your personal data. All information, rights and obligations concerning personal data in relation to the Product is contained in its privacy statement.
2. System of record – The Product is not, and is not designed to operate as, a system of record. You are solely responsible for keeping any inputs added to the Produce, anything you wish to download from the Product, and any copies required and you must do so in accordance with these terms or as otherwise agreed in writing with us.

Definitions

1. The following words and expressions in these terms have the following meanings:
   
   1. annual subscription fee - unless otherwise agreed in writing with you, our fees will be based on the number of users for which you require access and the package which you require access to. A summary of the costs is provided below.
      
      1. Full DTA access
         1 user - £1,895 + VAT per annum
         2-3 users - £5,000 + VAT per annum
         
      2. Specialist DTA access
         1 user - £1,395 + VAT per annum
         2-3 users - £4,000 + VAT per annum
         
      3. Introductory DTA access
         1 user - £1,195 + VAT per annum
         2-3 users - £3,000 + VAT per annum
   2. content - the information, data, material and any other content on the Platform, other than the outputs
      
   3. outputs - any report, calculation, result or other output produced by the functionality of the Platform
      
   4. these terms - means the agreement formed by this “terms of use” document