IMPORTANT – READ CAREFULLY
Welcome to Doane Grant Thornton’s Client Portal (the “Client Portal”). The Client Portal is for use by clients or other parties invited to use this Client Portal by Doane Grant Thornton when dealing with any of Doane Grant Thornton LLP, Doane Grant Thornton Limited, Doane Grant Thornton Corporate Finance Inc., and the affiliates of such entities (collectively “Doane Grant Thornton”). The Client Portal is a password- protected web-based tool that will enable you to upload files, manage your client profile, and interact seamlessly with the different services offered by Doane Grant Thornton.
Your right to access and use the Client Portal is subject to your acceptance of the terms set out below on behalf of both yourself and the legal entity for which you work or represent as an employee, partner, director, principal or contractor or otherwise (“Company”).
By clicking the “I Agree” button, the user (“you”) agrees to be bound by the terms and conditions contained in this Agreement and the terms of the Doane Grant Thornton Privacy Statement, which are incorporated herein by reference. You can find these terms at https://www.doanegrantthornton.ca/privacy-policy/.
The Doane Grant Thornton Privacy Statement explains how Doane Grant Thornton handles your personal information and protects your privacy when you use the Client Portal or the Doane Grant Thornton websites. Additional privacy-related terms applicable specifically to your use of the Client Portal are also contained in this Agreement.
1. Modifications and Updates
You agree that we may modify this Agreement, the Privacy Policy, or any policy or other terms referenced in this Agreement at any time. By using the Client Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the Client Portal to determine the current terms and conditions of use to which you are bound.
2. Term and Termination
Your access to the Client Portal will start on the date of the creation of your portal account and will end ten (10) business days after you or another representative of your Company that has authority to manage the account has asked a Doane Grant Thornton team member to close your Client Portal account. You agree that Doane Grant Thornton shall have the right to change, suspend, or discontinue some or all aspects of the Client Portal or terminate this Agreement for any reason at our sole discretion and at any time without further liability to you by providing you with seven (7) days advance notice. Doane Grant Thornton reserves the right to terminate your access to the Client Portal immediately if you are in breach of the Acceptable Use policy of the Client Portal or User Restrictions contained herein or if we have any concerns relating to the security of the portal or unauthorized access.
3. Access and Use
3.1. Passwords
You are responsible for maintaining the confidentiality of passwords used to access the Client Portal and shall not share your password or login information with anyone. Accordingly, you agree that you are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your Client Portal account, you should change your password and must notify Doane Grant Thornton immediately by calling your Doane Grant Thornton client partner.
3.2. Acceptable Use of the Client Portal and User Restrictions
You agree that:
3.3. Suspension of Your Access to the Client Portal
Doane Grant Thornton may suspend a user’s Client Portal account or remove or disable any content which Doane Grant Thornton reasonably and in good faith believes is in violation of this Agreement or any applicable laws or regulations.
4. Third Party Software Providers and Data Residency
As part of providing you access to the Client Portal, Doane Grant Thornton may enter into software license agreements with third-party software providers (the “Third-Party Software Providers”) for the use of third- party software. The Client Portal is hosted on Azure, Microsoft’s cloud-computing platform (the “Platform).
By using the Client Portal, you acknowledge that the Client Portal is integrated with or may otherwise interact with the Third-party Software and agree to the use of the Third-party Software by Doane Grant Thornton. You acknowledge and agree that data being uploaded/downloaded via the Client Portal will traverse Third- Party Software and may therefore be accessed by Third-Party Software Providers. It may also transit through servers located outside of Canada, including the United States and, in such cases, the affected Third-party Software Providers could be required to disclose data, including personal information, in its custody to such foreign government, government agencies, courts or law enforcement or regulatory agencies pursuant to the laws of the country in which the data has transited. Doane Grant Thornton will impose confidentiality obligations upon the Third-party Software Providers that are as strict as we are able to negotiate, but we do not have control over their conduct and Doane Grant Thornton shall not be liable for any loss or damage arising from your or Doane Grant Thornton’s use of the Third-party Software or the Client Portal, including any losses relating to a Third-party Software Provider’s collection, use, disclosure or loss of your data.
You further acknowledge that each Third-Party Software may have its own terms and conditions of use and privacy policy and your use of the Third-party Software will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Doane Grant Thornton does not endorse and is not responsible or liable for the behavior, features, or content of any Third-party Software or for any transaction you may enter into with the provider of such Third-party Software, nor does Doane Grant Thornton warrant the compatibility or continuing compatibility of the Third-party Software with the Client Portal. For more information, we recommend you review the Third-party Software Providers’ terms and conditions and privacy policy on each Third-Party Software Provider’s website.
5. Content Security
During the Term of this agreement, Doane Grant Thornton will implement and maintain commercially reasonable administrative, physical, and technical safeguards and measures to protect against unauthorized access to your data on the Client Portal.
6. Monitoring
We reserve the right to log, review, and otherwise examine any information stored on or passing through the Client Portal, including on our networks, servers, or systems and on our partners’ networks, servers or systems.
7. Downtime and Service Suspensions
Your access to the Client Portal may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Client Portal and services for any reason, including as a result of power outages, system failure or other interruptions.
8. Retention
All content shared by you in the Client Portal or sent to you by Doane Grant Thornton (the “Materials”) in relation to an engagement may be retained in the Client Portal for 90 days from the completion of the engagement. After such 90-day period Doane Grant Thornton may delete and permanently destroy any information remaining in the Client Portal. Doane Grant Thornton may retain a copy of the Materials as required by Doane Grant Thornton, in its sole discretion, to meet any obligations imposed by professional standards; and (ii) nothing shall require the return, erasure or destruction of back-ups made in accordance with Doane Grant Thornton’s document-retention procedures.
9. License to Use the Client Portal
Doane Grant Thornton grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Client Portal as part of the services being provided to you by Doane Grant Thornton. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Client Portal and related services. You may not copy, modify, or extract the source code of the Client Portal. Unless Doane Grant Thornton has given you written permission to do so, you may not assign your rights to use the Client Portal. Notwithstanding the foregoing, you are granted limited administrative rights to provide access to the Client Portal in your reasonable discretion to those parties who would reasonably need to access information located on the Client Portal, or who could upload information and documents (such as tax documents and other financial papers) onto the Client Portal for you to access, or who would assist you in utilizing the services provided by the Client Portal. You remain solely responsible for the use of the Client Portal by anyone to whom you have granted rights to use the Client Portal.
10. Intellectual Property
The content on the Client Portal including, without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like (“Doane Grant Thornton Content”) and trademarks, service marks, and logos contained therein (“Marks”), are owned by, or licensed to Doane Grant Thornton, subject to copyright and other intellectual property rights under Canadian and foreign laws and international conventions. Content on the Client Portal is provided to you on an as is basis for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Doane Grant Thornton. Doane Grant Thornton reserves all rights not expressly granted herein. You agree not to circumvent or otherwise interfere with security-related features of the Client Portal.
11. Warranty Disclaimers and Limitation of Liability
Except as specifically set forth in this Agreement, neither Doane Grant Thornton nor its partners, agents, affiliates nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like (collectively the “Doane Grant Thornton Associates”) make any representations or warranties, express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose, with respect to the Client Portal. You agree that use of the Client Portal is at your sole risk. The Client Portal is provided on an “as is” and “as available” basis. Under no circumstances shall Doane Grant Thornton or the Doane Grant Thornton Associates be liable for any direct, indirect, punitive, or consequential damages that result from your use of or inability to use the Client Portal site or any web site linked to the Client Portal, including but not limited to, reliance by you on any information obtained from the Client Portal site that results in mistakes, omissions, deletion or corruption of files, viruses, delays in operation or transmission, any failure of performance, any loss of profit, loss of goodwill or data, or other intangible loss suffered. The Client Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the Client Portal, you agree to not hold Doane Grant Thornton and the Doane Grant Thornton Associates liable in the event of unauthorized access and subsequent use of your company and/or personal information. The foregoing Limitation of Liability shall apply in any action, whether in contract, tort, or any other claim, even if an authorized representative of Doane Grant Thornton has been advised of or should have knowledge of the possibility of such damages.
12. Indemnity
You agree to defend, indemnify, and hold Doane Grant Thornton and the Doane Grant Thornton Associates harmless from any claims, damages, losses, liabilities, costs, and expenses (including but not limited to reasonable legal fees) arising from: (i) your violation of any term of this Agreement; or (ii) your violation of any third party right, including without limitation any privacy, copyright, or other intellectual property right. This defense and indemnification obligation will survive this Agreement and your use of the Client Portal.
13. Notices
All notices by Doane Grant Thornton to you shall be by email to the email address listed as the Primary Contact with your Doane Grant Thornton client partner. All notices by you to Doane Grant Thornton shall be by email to nationallegal@doane.gt.ca or in writing to:
Attn:
General Counsel’s Office
Doane Grant Thornton LLP
20th Floor, 200 King St West Toronto, ON M5H 3T4
14. General
14.1. Entire Agreement
This Agreement, including Doane Grant Thornton’s Privacy Policy incorporated herein, and the engagement letter or agreement governing Doane Grant Thornton’s provision of services to you constitute the entire agreement between you and Doane Grant Thornton regarding the Client Portal and supersede any representation, understanding, agreement, or communication between you and us, whether written or oral, regarding this matter.
14.2. Waivers
The failure by us to enforce any provision of the Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
14.3. Successors and Assigns
This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
14.4. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Doane Grant Thornton without restriction.
14.5. Applicable Law and Jurisdiction
This Agreement shall be construed and enforced according to the laws of the province of Ontario. You agree that all claims you may have arising from or relating to the operation or use of the Client Portal will be heard and resolved in the courts of Toronto, Ontario. Notwithstanding this, you agree that Doane Grant Thornton shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.