Terms & Conditions

1.1. This user agreement (“the agreement”) describes the terms on which you can access and use Knowledge Navigator (the “product”, “the service”, or “the website”).

1.2. The 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.

1.3. We may amend the agreement at any time by posting the amended terms on the website. The new terms will automatically be effective and binding on you 15 days after they are posted. You may terminate the agreement in accordance with the termination provisions in this agreement if you do not wish to accept the amendments.

2.1. We grant you a non-exclusive, non-transferable right to access and use the product solely for your internal business purposes and subject to the terms set out in the agreement.

2.2. You warrant and represent that the individual clicking on the “I agree” button has full authority to legally bind you to the terms of the agreement.

2.3. Each authorised user will be required to enter their username and password every time they wish to access the product. Each username and password is unique to each authorised user and is non-transferable. You will ensure that each authorised user maintains them in strict confidence and will not communicate them to anyone else. You are responsible for all use of the product made using usernames and passwords allocated to authorised users. You agree to notify us immediately of any unauthorised use of your account or any other breach of security. This clause 2.3 is subject to the provisions set out in clause 3.

2.4. You will not sell, lease, assign or otherwise transfer the rights to access and use the product under this agreement in whole or in part. In particular you will not: (i) copy, download or extract the information from the product (other than for your own internal business purposes); (ii) use the product to provide any services to a third party or allow a third party to obtain a copy to the product or permit any outsourcing, subscription or rental use of the product (including to your clients); (iii) permit the product to be used for any unlawful purpose (iv) disclose any information contained in the product, or access to the product, to any third party (including your clients) except to the extent required by law or with our prior written approval, (v)make the product, the contents or the outputs available to any person, other than as permitted by us, (v)

2.5. Save as expressly permitted by law, you may not (i) copy or modify the product or any information contained on the product, (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the product, (iii) use the product without obtaining any necessary permits, consents or licenses required to integrate or interoperate the product with other software, hardware or data you use or licence, (iv) use the product on any unsuitable or public system, (v) duplicate, modify or create a derivative work from the product without our prior written consent, (vi) infringe out intellectual property rights or those of our licensors, (vii) act or omit to act in any way that puts you or any entity you work for in breach if ant agreement with any PwC firm, or any applicable law or regulation, (viii)engage in or encourage unlawful, invasive, infringing, defamatory or fraudulent activity (including to violate, or encourage the violation of, the legal rights of others); (ix) impersonate another person or otherwise misrepresent your identity or other information about you; (x) remove or alter any identification, proprietary, copyright or other notices on the product tool or the contents or outputs; (xi) access or use the product tool on any publicly available equipment; or (xii) bypass or attempt to bypass any of the access or security controls or otherwise weaken or threaten the security of the technology tool.

2.6. The product is for general information purposes only and it does not contain legal or professional advice. You should not act or rely on any information or outputs obtained from the product, and before making any decision, or taking or refraining from taking any action, specific professional advice should be sought. The contents and outputs of the product may be AI-generated, and it may contain errors and misstatements or may be incomplete.

2.7. You are responsible for verifying the contents and outputs from the product. In providing access to the product, we will not be deemed to have information from other sources.

2.8. The agreement is not intended, and will not be construed in any way, to be an undertaking or agreement on us to provide legal or professional advice or counsel to you or to any other person.

2.9. Product selection – You accept responsibility for: (i) your selection of the product to achieve its intended results and acknowledge that the product has not been developed to meet your individual requirements; and (ii) verifying the accuracy of your input and output while using the product.

2.10. We do not guarantee continuous, uninterrupted, or secure access to the product and you acknowledge that the reliability, availability, performance and other aspects are beyond our reasonable control.

2.11. We may prevent or limit access to the website where required for the purposes of resolving security issues, upgrades, scheduled or emergency maintenance or other reasonable purposes. Where reasonably practicable we will provide you with at least 48 hours’ notice of any scheduled down time (this notice may be posted on the website).

2.12. We will use standard, commercially available virus-checking software in relation to any data, documents, or files accessible using the product. However, we do not represent or warrant that the product or any documents or files downloaded from the product will be error-free, free from viruses or other harmful components.

2.13. We may from time to time prepare updates, amendments, clarifications, or other changes to the product, when deemed appropriate by us. You will be entitled to receive such updates without further charge where fees have been paid in full.

2.14 Where the product contains a discussion board or other open forum, we may, in our discretion, moderate the content of any discussion board or other forum. However, we are under no obligation to oversee, monitor or moderate any discussion board and we expressly exclude liability for any loss or damage arising from the use of any discussion board by another user.

2.15. The views expressed by other authorised users on the system or a discussion board do not represent our views or values, nor are they supported or endorsed by us or any PwC firm.

2.16. You agree that we will be free to use and exploit any such information or content you post on a discussion board, and that no payment, royalty or other consideration whatsoever will be payable by us in connection with our use of such content.

2.17. Your inputs. To the extent that you make or upload inputs of any sort to the technology tool (which may include comments, information, materials, data, or anything else), you grant: i) us and our suppliers the right to host your inputs on the technology tool or any other system we deem appropriate, and use it to produce the outputs or for any other lawful business purpose (which may include technical support and maintenance); and ii) us and anyone we lawfully permit to access the technology tool the ability to view, access and download those inputs.  You agree that you have all necessary rights in your inputs to grant the rights set out in this section. No payment, royalty or other consideration whatsoever will be payable by us in connection with our use of such inputs.  You agree to reimburse us in full to the extent we incur any liability as a result of your non-compliance with this section. 

2.18. Moderation - We may, in our discretion, moderate your inputs and other content (including making content unavailable), for example where the technology tool contains a discussion board or other open forum. However, we are under no obligation to oversee, monitor or moderate any content. The views expressed by users of the technology tool do not necessarily represent our views or values, nor are they supported or endorsed by us or any PwC firm.

3.1. You must complete all the required fields on the registration form, including the names of your authorised users who may access the product on your behalf.

3.2. We may accept or reject your registration for the product. If your registration is not accepted, we will notify you via email and will refund any initial fee you have paid. If your registration is accepted, we will send you a username and password.

3.3. If you are registering for corporate (multi-user) rate as set out in the Tariff Page, the account will be assigned a ‘Head User’. This user will be able to manage (add/remove) users on the account. Once an authorised user has been added to the account they will receive a registration email.

3.4. Where an individual ceases to be an authorised user, you will notify PwC immediately.

4.1. You will pay the initial fee at the time of submitting your registration by one of the methods set out on the Tariff Page.

4.2. The initial term of the agreement begins when we accept your registration and ends:

a) after twelve months; or

4. b) if you are registering for a corporate (multi-user) rate, on the expiry of the agreement; 
   unless, in each case, terminated earlier in accordance with the terms of this agreement or renewed in accordance with 4.3.

4.3. On the date of renewal, this agreement will be automatically renewed for successive periods of one year until terminated in accordance with this agreement. You must pay the renewal fee by one of the methods set out on the Tariff Page on the date of renewal. If you are registering for the corporate (multi-user) rate, this agreement will not be renewed unless the agreement pursuant to which your corporate key is issued is also renewed.

4.4. You are responsible for paying any taxes, including VAT, arising from the agreement for which you are legally liable.

4.5. All payments to be made by you under this agreement shall be made in immediately available funds free and clear of and without any withholding or deduction for any and all present or future taxes duties or other charges unless you are compelled by your domestic law to make such withholdings or deductions. If you are compelled by law to make any such withholding or deduction and if any or all of that withholding or deduction becomes irrecoverable in the United Kingdom, then you shall pay to us such additional amounts as are required to enable us to receive the amount which we would have received if no such irrecoverable withholding or deduction had been made. You shall provide us with evidence that such taxes, duties or charges have been paid by forwarding to us official receipts within 30 days of payment.

5.1 We and you agree to use the other’s confidential information only in relation to the services or in order to carry out conflict checks, and not to disclose it, except where required by law or regulation or by a professional body of which we are a member. However, we may give confidential information to other PwC firms and contractors as long as they are bound by confidentiality obligations. We and other PwC firms may also use confidential information for any lawful business purpose as long as you or others cannot be identified. Nothing in the agreement will restrict your ability to disclose our advice concerning the tax (including social security) treatment or tax structure of any transaction, regardless of any confidentiality markings on any communications.

5.2. We may wish to refer to you and the agreement when marketing our products and services. You agree that we may do so, as long as we do not disclose your confidential information.

5.3 You agree that we may perform services for your competitors or other parties whose interests may conflict with yours, as long as we do not disclose your confidential information and we comply with our ethical obligations.

5.4. Data use. Provided that we comply with our confidentiality obligations, you agree that we and other PwC firms may (i) use any information obtained from your use of the product or supplied by you, or anyone else working with or for you for the purposes of improving the product an our services; and (ii) combine your information with information of other parties in order to provide report and services to other parties.

6.1. You acknowledge that all rights, including all intellectual property rights, title and interest in the product (including the software and the content provided through or on the product) belong to and will remain with us (or our licensors) and that you are not acquiring any property rights in the product or any information it contains. (Our licensors may include an entity you work for).

6.2. Your data. You may be able to input data into the product. You will own all right, title and interest in and to all of your data and shall ensure that you have the right to input it into and use it with the product. You grant us a non-transferable, non-exclusive, royalty-free licence to use any data you make available to us for the purpose of providing the product to you.

6.3. Any form of web scrapping is fully prohibited.

6.4. Open-source software – The product may include certain free and open-source software components (together "open-source software"). Notwithstanding any other provision of this agreement, your use of the open-source software is governed exclusively by the terms applicable to the open-source software and not the terms of this agreement. Where an OSS component is offered under more than one license, PwC always selects the permissive license if available.  In the event of a conflict between the terms of any OSS license, or any additional terms (such as, for example, disclaimers) imposed thereby, and those of any license or other terms provided by PwC with the program (“PwC terms”), those of the OSS license will prevail.   Any PwC terms are provided only on PwC’s own behalf and not on behalf of (and any PwC terms will not bind or apply to) any OSS contributor.  You acknowledge that any open-source software is provided on an “as is” basis, as between us and you.

7.1. Compliance – You and we will comply with applicable data protection legislation in relation to any personal data shared with us under the agreement.

7.2. Provision of personal data – You will not provide us with personal data unless the agreement requires the use of personal data, or we request such personal data from you.  In respect of any personal data shared with us, we assume you have necessary authority from relevant data subjects for us to use and transfer it in accordance with the agreement, and that they have been given necessary information regarding its use. 

7.3. Data processing – Where we act as a controller, we may process personal data for the purposes of any of: (i) providing the services; (ii) maintaining and using IT systems; (iii) quality, risk and client management activities; (iv) providing you with information about us and our range of services; and (v) complying with any requirement of law, regulation or a professional body of which we are a member. Full details of how we use personal data can be found in our privacy notice at https://www.pwc.co.uk/who-we-are/privacy-statement.html. 

7.4. Data transfers – We may transfer personal data shared with us to other PwC firms and contractors in relation to any of the purposes set out in clause 10. Some of these transferees may be located outside the UK or the European Union. We will carry out such transfers only where we have a lawful basis to do so, including to a transferee who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an agreement which covers the UK or EU requirements governing contracts for the transfer of personal data to processors outside the UK or EU as appropriate.  Where the services involve a transfer of EU citizens’ personal data to us, and no other appropriate safeguard or exemption applies, those transfers will be carried out in accordance with the controller to controller model contractual clauses in Commission Decision 2004/915/EC, or the controller to processor model contractual clauses in Commission Decision 2010/87/EU, or any successor model contractual clauses that the European Commission issues to replace them, as appropriate. Those clauses will be deemed to form part of the agreement.  

8.1. We are not responsible for any errors or omissions, or for the results obtained from the use of the product. The product is provided “as is” and we do not make any other warranty of any kind whatsoever, either express or implied, including but not limited to implied warranties of quality or fitness for a particular purpose, availability, or security. We do not warrant the results of the product or that the product will meet your requirements.

8.2. To the extent permitted by law, no warranties, conditions or other terms are implied into these terms. We do not warrant that product will: (i) be for for any practical purpose; (ii) be free of errors or defects, or operate securely, continuously or in an uninterrupted manner, or (iii) result in your compliance with laws, rules or regulations of any government or regulatory authority.

8.3. Availability. We make no guarantees that the product will be accessible or usable at any given time or that access to it will be continuous, uninterrupted, or error free.

9.1. You agree that under no circumstance will we, or any PwC firm be responsible for, or liable to you or anyone else for (i) any information contained in or omitted from the product; (ii) any person’s reliance on any such information, whether or not the information is complete; (iii) the consequences of any decision you or any other person takes or fails to take from use of the product.

9.2. You agree that the product, the contents and outputs are provided on an “as-is” basis. To the extent permitted by law, no PwC firm accepts any liability, responsibility or duty of care to you for the product, the content or outputs, of for any consequences of you or anyone acting of refraining to act in reliance on them, or for any decision based on them.

9.2. You agree that we will not be liable for (i) loss or corruption of data from your systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.

9.3. You agree that our total liability (including interest) for all claims connected with the product and this agreement (including but not limited to negligence) is limited to three times the total fees payable under this agreement (excluding VAT) or £100,000 whichever is the greater.

9.4. Nothing in this agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence, (ii) that person’s fraud or (iii) anything else that cannot by law be limited.

9.5. You will ensure that each person who uses or accesses the product is an authorised user is aware of these terms and complies with the terms of this agreement. Neither we nor any PwC firm or any of our or their licensors will have any responsibility or liability in connection with any unauthorised use (including any use beyond the scope of any rights granted in this agreement) of the usernames or passwords or any unauthorised access to or use of the product. You will be liable to us for any losses or other costs we reasonably incur arising from a breach of any of the terms by your authorised users or any other person who accesses the product using the username and password of your authorised user or to whom you distribute any information obtained from the product. You warrant that anyone who assesses the product using codes we give you has your authority to do so. You must notify us as soon as you become aware of any unauthorised use of the product by anyone. Neither we nor our licensors, accept any liability in connection with any unauthorised use o the access codes or any unauthorised access to or use of the product.

9.6. We may use other PwC firms (each of which is a separate and independent legal entity) or contractors to provide the services. We may use third parties to host or provide all or parts of the product. We remain solely liable for the services.

9.7. You agree not to bring any claim (including one in negligence) against another PwC firm, our suppliers, contractors, or any individual in connection with the product. You will ensure that no authorised user, group member, including your subsidiaries, associated companies and any holding company, both while they are a group member and thereafter, or associate, both while they are an associate and thereafter, brings any claim against any PwC firm, our contractors, or any individual, in connection with the product.

9.8. You will ensure that no authorised user, or associate, both while they are associates and thereafter, brings any claim against any PwC firm, our contractors or any individual in respect of any liability relating to the product or the agreement.

9.9. The product is provided solely for your use in accordance with the terms of this agreement, and you may not provide access to the product, nor information obtained from the product, to any third party or make the benefit of the product available to any third party. You agree to reimburse us, other PwC firms and our contractors for any liabilities, losses, expenses or other costs we or they reasonably incur in connection with any claim against us by any third party.

9.10. Proportionality – If we are liable to you under the agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then: (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).

9.11. Liability to you alone – We accept no liability to anyone, other than you, in connection with the product and services, unless otherwise agreed by us in writing. You agree to reimburse us, other PwC firms and our contractors for any liability (including legal costs) that we or they incur in connection with any claim by anyone else in relation to your use of the product or the services.

10.1. Either we or you may end this agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 14 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement.

10.2. We may terminate the agreement for any reason by giving you two days’ notice. In such event we will refund a pro rata amount of any fee you have paid for the period from the effective date of termination to next renewal date. We may terminate the agreement immediately by giving written notice if you violate our, or our licensors’ intellectual property rights. In the event of termination for those reasons, you will not be entitled to a refund of any fee (or part thereof).

11.1. If a dispute arises, the parties will attempt to resolve it by discussion, negotiation, and mediation before commencing a claim is brought.

11.2. The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by English law and be subject to the exclusive jurisdiction of the English courts.

11.3. Any claims must be brought no later than one year after the date the claimant should have been aware of the potential claim or of the facts giving rise to the claim.

12.1. No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control.

12.2. This agreement forms the entire agreement between the parties in relation to the product. It replaces any earlier agreements, representations or discussions. Subject to clause 9.4, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not in this agreement.

12.3. No party may assign, transfer, or deal with their rights or obligations under the agreement without prior written consent, but we may novate the agreement to a transferee of all or part of our business. This novation will take effect on written notice from us so that (i) the transferee will be substituted for us with effect from the date specified in the notice and we will no longer have any rights and obligations under this agreement except in respect of work performed prior to that date and (ii) the combined aggregated liability of us and the transferee will not exceed the limit of our liability before the novation took place. We may also transfer or deal with our rights in any unpaid invoice without notice.

12.4. Except as set out in clauses 9.7 and 9.8, a person who is not a party to the agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (as may be amended) to enforce any term of the agreement. The PwC firms referred to in those clauses may enforce them in their own right. Their consent is not required to vary or rescind the agreement.

12.5. Any clause that is meant to continue to apply after termination of this Licence agreement will do so including, but not limited to, clauses 4, 5, 6, 7, 8, 9 and 11.

12.6. If you are not satisfied with the product, or have suggestions for improvement, please contact either your engagement leader, or the executive board member responsible for quality, who is located at our registered office. We will look carefully and promptly at any complaint. You may also contact the Institute of Chartered Accountants in England and Wales. Further details of our complaints procedure are available on request or at the Quality of Service section at https://www.pwc.co.uk/who-we-are/provision-of-services.html. 

12.7 By submitting your information, you acknowledge that we may send you business insights that we consider relevant to your interests. Please see our privacy statement for details of why and how we use personal data and your rights (including your right to object and to stop receiving marketing communications from us). To stop receiving marketing communications from us, please log in to your account and update your newsletter preferences or send an email to gbl_kn_support@pwc.com

In the agreement the following words and expressions have the meanings given to them below:

access credentials – the username and password or other access details that you may use to access the technology tool.

content – the information, data, materials, and any other content on the technology tool, other than the outputs.

associates - any entity which from time-to-time controls, is controlled by or is under common control with you, where control means having the ability (including without limitation by means of a majority of the board of directors) to control the management and policies of an entity.

authorised user – your (or your associates’) employees or directors who are allowed to access the product subject to the terms of the agreement.

contractors – any third party entity or individual engaged by a PwC firm.

inputs – means a query or other input provided by an authorised user of the product.

outputs – any visualizations, graphic, calculation, results or other output produced by the functionality of the product including without limitation in response to any input.

product - the Knowledge Navigator website (www.knowledgenavigator.pwc.com) and any information contained therein.

PwC firm – any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities.

These terms – means these terms of use.

we, us or our - refers to PricewaterhouseCoopers LLP, a limited liability partnership incorporated in England (number OC303525) whose registered office is at 1 Embankment Place, London WC2N 6RH.

you, your - the party or parties to the agreement (excluding us).