This Client Portal Agreement (“Agreement”) is made by and between BERRIS MANGAN, CHARTERED ACCOUNTANTS (“Firm”) and the undersigned (“Client” or “You”) effective on the date it is executed by the Firm’s authorized representative upon the following terms and conditions:
PURPOSE
The Firm owns and provides a Client Portal to permit easy and secure electronic transfer of documents between Client and the Firm and Client access to certain documents created or maintained by the Firm. The Client Portal web-based applications are exclusively provided to the Firm’s clients and intended for their sole use.
USE
This Agreement is effective upon your clicking the “Accept” button. We may terminate this Agreement upon the breach by you of any term hereof. Upon any termination you will no longer be permitted to use the Client Portal. All licenses granted hereunder will terminate.
You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this Agreement. The Client Portal is licensed hereunder solely for your personal use and only for its intended purpose. You shall not attempt to access any of the Client Portal systems or programs that are not made available for public use.
MODIFICATIONS
We maintain the right to revise or discontinue any facet of the Client Portal. This includes, but is not limited to, hours of operation, content, functionality and pricing for the Client Portal. We reserve the right to change the terms of the Agreement, as we feel necessary. Your continued use of the Firm’s Client Portal after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes.
PRIVACY POLICY
You agree that this you have read and agree to our privacy policy that is available for viewing on our web site. We reserve the right to periodically change the privacy policy. Such changes will be placed on our web site, and you agree to assume responsibility to review any and all privacy notices posted there.
SERVICE AVAILABILITY
The Firm will use its best reasonable efforts to provide 24-hour daily availability of the Client Portal Service. However, the Firm makes no representation or warranty that 24-hour service will be available. The Firm shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Client Portal. The Firm is not responsible for any problems or technical malfunctions of any telephone or fibre network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by the Firm on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to the Client’s computer or peripherals related to downloading any materials in from the Client Portal.
SECURITY
Client Portal utilizes 256-bit, Secure Socket Layer (SSL) encryption with password protected access. Documents are encrypted before being passed over the internet and while being stored on the Portal. Documents are hosted on a Business Logic Layer, so a username and password are required to access files. In addition, documents added to Portal are scanned for viruses before being uploaded. All files are maintained behind firewalls to protect against outside intruders. The Firm will use its best efforts to make the Client Portal secure from unauthorized access. However, Client recognizes that no completely secure system for electronic data transfer has yet been devised.
LOGON ACCOUNTS AND THEIR SECURITY
The Firm will set up individual logon accounts for those of Client’s employees who need access to the Client Portal. Each account will have access only to those document areas requested by Client (the Firm strongly recommends that Client establish a policy that logon information not be shared with others). In order to maintain security, Client agrees to designate a single individual as the authorized person to contact the Firm to request employee logons. All initial logon passwords will be transmitted to the designee by email, which will then be changed by you.
You acknowledge that the use of username and password is an adequate form of security. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining the strict confidentiality of your username and password, (2) not allowing another person to use your username or password, (3) any charges or damages that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing the Firm in writing of any need to deactivate a username due to security concerns or otherwise. The Firm is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Firm’s Client Portal using your username or password. You shall immediately notify the Firm of any unauthorized use of your username or password and any breach of confidentiality. Until the Firm receives this notification from you, you will be held liable for any harm ensuing from the use of your username on the Firm’s Client Portal.
TERMINATION OF LOGON ACCOUNT
Client agrees to notify the Firm’s IT department via e-mail at portal@berrismangan.com in writing when an individual logon account is to be terminated. The Firm will make every effort to confirm and terminate access as soon as possible. However, Client cannot be assured that access has been terminated until Client receives an e-mail confirmation of termination.
LINKS TO THIRD PARTY SITES
The Client Portal may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of the Firm and the Firm is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The Firm is not responsible for webcasting or any other form of transmission received from any Linked Site. The Firm is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Firm of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Client Portal, you warrant to the Firm that you or your approved users will not use the Firm’s Client Portal website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Firm’s Client Portal website in any manner which could damage, disable, overburden, or impair the Firm’s website or interfere with any other party’s use and enjoyment of the Client Portal. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Client Portal.
DATA STORAGE
Information provided by you is securely stored on servers owned and maintained by us. Our Client Portal operates under very strict security protocols to protect your information. Extensive backup systems protect against data loss. Storing information on our servers in a central repository also ensures that your information is accessible anytime/anywhere and eliminates the need to allocate additional hardware to store this information.
INFORMATION DISCLOSURE
We do not sell any non-public personal information to third parties. The Firm reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Firm’s sole discretion. In the event we receive a lawful subpoena of your information and data, we will comply with the law and will, whenever permitted, notify you of such subpoena and will not release the subpoenaed information and data without your prior approval.
CLIENT’S RESPONSIBILITY
You must at your own cost: (a) provide for your own access to the internet and pay any service fees, telephone charges and online service usage associated with such access, and (b) provide all equipment necessary for you to make such connection to the Client Portal, including a computer and modem.
WARRANTIES
THE FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE CLIENT PORTAL. THE CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND THE FIRM SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES AGAINST INFRINGEMENT. THE FIRM, ITS AFFILIATES, EMPLOYEES, AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE PORTAL, ITS CONTENT, SECURITY OR ANY SERVICES PROVIDED HEREIN.
TERM AND TERMINATION
This Agreement and the services contemplated by it may be terminated by either the Firm or Client with or without cause and with or without notice at any time. The Firm may at any time terminate in whole or in part the Firm’s Client Portal without notice or liability.
MISCELLANEOUS.
This is the entire agreement between the Firm and Client regarding its subject matter. This Agreement does not modify or affect any existing or future engagement letter or agreement between the Firm and Client. The Firm may, in its discretion alter, add to or delete the Terms and Conditions from time to time without any prior notice. Unless otherwise specified by the Firm all alterations, additions and deletions shall take effect automatically and be binding on and from the day they are posted on the Client Portal. This Agreement is made and entered into in the province of British Columbia and is to be construed under the laws of the province of British Columbia as they from time to time exist.
