General terms & conditions of use of the green skills passport site

3.1.  Insofar as there may be any responsibility on the part of EY, your recourse with respect to any matter (including but not limited to any obligation of EY) arising in connection with these Terms of Use shall be limited to claims against EY. You shall have no recourse, and shall bring no claim or proceeding, relating to the Site or any of its Content against:

3.1.1.    any EY Firm other than EY; or

3.1.2.    any member, shareholder, director, officer, partner, principal or employee of EY or any other EY Firm (an "EY Person").

4.1. Please read these Terms of Use carefully. By accessing the Site you are confirming that you have read, understood and agreed to these Terms of Use. If you do not agree to these Terms of Use or any part of them, you must not use the Site.

4.2. These Terms of Use form a legally binding contract between you and EY. If you access or use the Site in your personal capacity, you are entering this legally binding agreement in your personal capacity. If you access or use the Site on behalf of an organisation such as a company, partnership or other legal entity ("Organisation"), you are entering this legally binding agreement on behalf of the Organisation and you represent that you have authority to agree these Terms of Use on behalf of the Organisation, and all references to "you" and "your" in these Terms of Use means such Organisation.

4.3. You must be aged 16 or older to consume the Content. 

5.1.  EY may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately when they are posted and apply to all access to, and use of, the Site thereafter.

5.2.  Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

6.1.  The Site is available 24 hours a day, seven days a week, but EY reserves the right to withdraw or amend this Site, and any service or material it provides on the Site, in its sole discretion without notice. EY will not be liable if, for any reason, all or any part of the Site, or Content hosted on the site, is unavailable at any time or for any period. From time to time, EY may restrict access to some parts of the Site, or the entire Site, to Users.

6.2.  EY may update the Content on this Site from time to time, but its Content is not necessarily complete or up to date. Any of the Content on the Site may be out of date at any given time, and EY is under no obligation to update such Content. 

6.3.  You are responsible for both:

6.3.1.    making all arrangements necessary for you to have access to the Site; and

6.3.2.    ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

7.1.  In order to access and use certain parts of the Site and/or Green Skills Passport course, you may need to register.  

7.2.  Where registration is required, EY may, in its absolute discretion, decide whether or not to accept your registration.

7.3.  EY may allocate to you, or you may be invited to create, usernames, passwords, identification codes, tokens or other identifiers as part of the security processes that apply to the Site ("Login Credentials").

7.4.  You shall:

7.4.1.    keep your Login Credentials confidential and not disclose your Login Credentials to any other person;

7.4.2.    not permit any other personnel of the Organisation (if relevant) or any third party to use the Login Credentials to access the Site;

7.4.3.    use adequate security procedures to ensure the security of your Login Credentials to prevent unauthorised access to or unauthorised use of the Site; and

7.4.4.    promptly notify EY if you become aware of, or have reasonable grounds to suspect, the loss, theft or disclosure to any third party or unauthorised use of your Login Credentials or any other breach of security in relation to your account or the Site.

7.5.  You assume full responsibility for all use, unauthorised use and/or misuse of the Site by any person using your Login Credentials.

7.6.  You acknowledge that the Internet is not secure and that messages may be observed by a third party while in transit. You understand that EY and/or the EY Firms accept no responsibility for security of information on or transmitted via the Internet.

7.7.  It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete.

7.8.  You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your Login Credentials or other personal information.

7.9.  EY has the right to disable any username, password, or other identifier, whether chosen by you or provided by EY, and the right to disable your access to any Content, at any time in EY’s sole discretion for any or no reason, including if, in EY’s opinion, you have violated any provision of these Terms of Use.

8.1.  You may use the Site only for lawful purposes and in accordance with these Terms of Use and the applicable laws in the jurisdiction in which you are accessing the Site from.

8.2.  You agree not to use the Site:

8.2.1.    in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from EY or other countries);

8.2.2.    for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

8.2.3.    to transmit, or procure the sending of, any advertising or promotional material including any "junk mail," "chain letter," "spam," or any other similar solicitation;

8.2.4.    to impersonate or attempt to impersonate EY, an EY employee, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); and

8.2.5.    to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by EY, may harm EY or other Users of the Site, or expose them to liability.

8.3.  Additionally, you agree not to:

8.3.1.    use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other User’s use of the Site, including their ability to engage in real time activities through the Site;

8.3.2.    use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;

8.3.3.    use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Use, without EY’s prior written consent;

8.3.4.    use any device, software, or routine that interferes with the proper working of the Site;

8.3.5.    introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

8.3.6.    attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site;

8.3.7.    provide access to the Site or any of its Content to any other person or entity, unless you are expressly permitted to do so by EY in writing. You are responsible for all acts and omissions (including but not limited to any breach of these Terms of Use) of any other person or entity to whom you provide access as if they were your own acts or omissions. You may not systematically provide access to any Content, information or data obtained through the Site or any of its Content to any other person or entity;

8.3.8.    attack the Site via a denial-of-service attack or a distributed denial-of-service attack; and

8.3.9.    otherwise attempt to interfere with the proper working of the Site.

9.1.  The Site and the Content, including but not limited to trademarks, designs, models, animated and  still images, text, photographs, logos, graphs and charts, software and programs, search engines, databases, sounds, videos, domain names, design, the know-how of EY and all other content that makes up the Site, is the exclusive 
property of EY, its licensors, or other providers of such material, and is protected by intellectual property rights that exist or will exist under applicable law. 

9.2.  Subject to your compliance with all terms of these Terms of Use, you may use the Site for your sole personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as follows:

9.2.1.    your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;

9.2.2.    you may store files that are automatically cached by your web browser for display enhancement purposes;

9.2.3.    you may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution; and

9.2.4.    if EY provides social media features with certain content, you may take such actions as are enabled by such features.

9.3.  You must not:

9.3.1.    modify copies of any materials from the Site; and

9.3.2.    delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.

9.4.  If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at EY’s option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any Content on the Site is transferred to you, and all rights not expressly granted are reserved by EY. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

10.1.  Through the Site and the Green Skills Passport, you will have the ability to access and/or use content provided by third parties and links to websites and services maintained by third parties. These links will let you leave the Site. EY cannot guarantee that such third-party content, in the Site, Green Skills Passport or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. EY disclaims any responsibility or liability related to your access or use of, or inability to access or use, such third-party content.

10.2.  THE LINKED SITES ARE NOT UNDER THE CONTROL OF EY AND EY IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. EY IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY EY OF THE SITE. EY DOES NOT BEAR ANY RESPONSIBILITY WHATSOEVER FOR THE CONTENT, ACCURACY OR SECURITY OF ANY SITES THAT ARE LINKED (BY WAY OF HYPERLINK OR OTHERWISE) TO THIS SITE. EY HAS NO CONTROL OVER THE CONTENT OF THOSE SITES OR RESOURCES.

10.3.  You may link to this Site provided that such link does not involve:

10.3.1.    unauthorized use of EY’s logos;

10.3.2.    any false claim (actual or implied) of endorsement by, or other relationship with, EY or any member firm(s);

10.3.3.    framing or embedding of any pages of the Site; or

10.3.4.    other infringement of EY’s trademarks, copyright and/or other intellectual property rights.

11.1.  EY may immediately terminate, suspend or restrict your access to all or any part of the Site: (a) if you fail to comply with these Terms of Use or EY has reasonable grounds to suspect that you have failed to comply with these Terms of Use; (b) if any EY Firm receives a complaint from a third party concerning misuse by you of the Site; or (c) if any EY Firm reasonably determines that the Site can no longer be provided to you in accordance with applicable law or professional obligations.

11.2.  EY may terminate or suspend your access to all or part of the Site immediately for any reason at any time.

11.3.  Clause 12 and any other provisions of these Terms of Use that by their nature are intended to survive, shall survive termination or expiry of these Terms of Use.

11.4.  Users may close their account and terminate their access at any time and for any reason by following the instructions provided for this purpose.

11.5.  The rights and licenses granted to Users shall be cancelled at the same time, and Users will have to stop using the Site in any way. Users shall not be entitled to any compensation.  

12.1.  Nothing in these Terms of Use is intended to exclude or limit any liability that by applicable law or applicable professional regulations cannot be excluded or limited.

12.2.  The Site and Content are provided on an “AS IS” and "AS AVAILABLE" basis. Your use of the Site and the Content is entirely at your own risk.

12.3.  It is your responsibility to ensure that the Site and the Content are suitable for your intended purposes.

12.4.  EY gives no warranties, assurances or guarantees:

12.4.1.    that access to the Site and the Content will be uninterrupted, error-free or compatible with your hardware or software;

12.4.2.    that your use of the Site will result in any intended or specific results or outcome;

12.4.3.    that the Site and the Content or the servers from which any of them are made available are free of viruses or other harmful components. You are responsible for implementing appropriate processes, systems and procedures to protect yourself and your Organization from this type of issue; or

12.4.4.    as to the quality, fitness for any particular purpose, availability, performance, functionality, reliability, accuracy, timeliness or completeness of the Site and the Content.

12.5.  Except as expressly set out in these Terms of Use, all warranties (including but not limited to implied warranties of merchantability and fitness for a particular purpose or use), terms, conditions and undertakings, whether express or implied by common law, statute, course of dealing or otherwise in relation to the Site and the Content are excluded to the fullest extent permitted by law. 

12.6.  You acknowledge and agree that the operation of the Site and the provision of the Content is dependent upon the proper and effective functioning of the internet and other third-party equipment and services, and that EY does not guarantee and will not be liable for these in any way.

12.7.  Without prejudice to any other exclusions or limitations of liability EY, the other EY Firms and the EY Persons are not liable to you in contract, tort (including but not limited to negligence), under statute or otherwise for any loss or damage arising under or in connection with:

12.7.1.    your use of or inability to use the Site and the Content; and/or

12.7.2.    any decision or action taken in reliance on the Site and the Content.

12.8.  EY, the other EY Firms and the EY Persons are not liable to you in contract, tort (including but not limited to negligence), under statute or otherwise for:

12.8.1.    any indirect, consequential, incidental, punitive or special loss or damages;

12.8.2.    any loss of revenue or profit or account of profits;

12.8.3.    loss of data, or loss of use of data, software or systems;

12.8.4.    wasted management time;

12.8.5.    loss of business opportunity;

12.8.6.    loss of anticipated savings; or

12.8.7.    damage to goodwill or reputation,

arising out of or in connection with the Site and the Content or these Terms of Use or any breach or non-performance of it, no matter how fundamental, whether or not the likelihood of such loss or damage was contemplated.

12.9.  Without prejudice to any exclusions of liability in these Terms of Use, the combined total liability of EY, all other EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising out of or in connection with the Site and the Content, processing of any of your data, and these Terms of Use, including but not limited to any breach or non-performance of these Terms of Use, no matter how fundamental, shall not in any calendar year exceed USD $100 (or equivalent in local currency). Because some states or jurisdictions do not allow for the exclusion or limitation of certain damages, in such states or jurisdictions, the liability of EY shall be limited in accordance with these Terms of Use (including but not limited to any applicable Additional Terms) to the maximum extent permitted by law.

12.10.  EY does not engage in the practice of law through the Site, and none of the Content constitutes legal advice; you may not consider any information provided to you through the Site and the Content as legal advice or as a substitute for legal advice. Your use of the Site and the Content does not create any attorney-client relationship between you and EY and you are solely responsible for determining whether to seek legal advice from a qualified lawyer.

12.11.  To the fullest extent permissible pursuant to applicable law, EY disclaims all liability to you and everyone else in respect of the Content and all facilities and functionality (including the GSP learning facilities and functionality)  through which Content is provided, whether under any theory of tort, contract, warranty, strict liability or negligence or otherwise, and whether in respect of direct, indirect, consequential, special, punitive or similar damages, even if EY was advised, knew or should have known of the possibility of such damages.

13.1.  EY has entered these Terms of Use for the benefit of the EY Firms. Clauses 3.1 and 12 of these Terms of Use and any other provision that may benefit EY Firms and/or EY Persons are intended for the benefit of all EY Firms and EY Persons, who shall be entitled to rely upon and enforce those provisions. Otherwise, a person who is not a party to these Terms of Use may not rely upon or enforce any terms of these Terms of Use and shall have no third-party rights under these Terms of Use, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.

13.2.  The consent of any person who is not a party to these Terms of Use is not required to rescind, vary, suspend, enforce or terminate these Terms of Use, or to grant any waiver under or in connection with these Terms of Use. 

14.1.  If any provision of these Terms of Use is declared by any competent court or body to be illegal, invalid or unenforceable under the law of any jurisdiction, or if any enactment is passed that renders any provision illegal, invalid or unenforceable under the law of any jurisdiction, it shall be deemed severed from these Terms of Use to the minimum extent required by such jurisdiction and this shall not affect or impair the legality, validity or enforceability of the remaining provisions.

14.2.  If any EY Firm fails to insist that you meet your obligations under these Terms of Use or does not enforce its rights against you or delays in doing so, that will not mean that any EY Firm has waived its rights against you and it does not mean that you do not have to comply with those obligations. If an EY Firm does waive a default by you, the EY Firm may only do so in writing and that will not mean that the EY Firm will automatically waive any later default by you. Even if an EY Firm delays in enforcing its rights under these Terms of Use, it may still enforce its rights later.

14.3.  These Terms of Use and the Additional Terms constitute the entire agreement and understanding between you and EY relating to the Site and all other subject matter of these Terms of Use.

14.4.  You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by EY or any other person except as expressly set out in these Terms of Use, in respect of which your sole remedy shall be for breach of contract. Nothing in these Terms of Use shall operate or be construed to exclude or limit any liability of any person for fraud, or fraudulent misrepresentation.

14.5.  EY may assign or subcontract all or any of its rights and/or obligations under or in connection with these Terms of Use, including the right to enforce any terms or bring any claim, to any other person at any time without needing your or any other person’s approval. You may not assign or transfer any of your rights or obligations under these Terms of Use without EY's prior written consent.

14.6.  These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims) shall be governed by the laws of the jurisdiction in which EY primarily operates.

15.1.  This clause contains terms that apply only in respect of specific jurisdictions. The sub-clause of this clause 15 that refers to the jurisdiction in which EY primarily operates will form part of these Terms of Use.

15.2.  Australia:

• Section 12.9 is replaced with the following applicable wording: 

“12.9 Subject to Section 12.1, without prejudice to any exclusions of liability in this Agreement, and to the extent permitted by law, the combined total liability of EY, all EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising under or in connection with the Website and this Agreement, including but not limited to any breach or non-performance of this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under this Terms of Use; or (b) AUD $100, whichever is greater.”

• A new Section 12.12 that reads as follows:

"12.12 If an implied consumer guarantee applies to EY granting you access to the Website (a Service) in accordance with the Australian Consumer Law (being Schedule 2 to the Competition and Consumer Act 2010 (Cth)), in the event that EY breaches that consumer guarantee, EY’s liability is limited, as provided under section 64A of the Australian Consumer Law, to either re-supplying the Service, or paying you the cost of having the Service re-supplied.”

• Section 14.6 is replaced with the following applicable wording:

“14. 6 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with is subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims), is governed by the laws applicable in New South Wales, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts having jurisdiction in that State and courts of appeal from them.”

• All references to USD are replaced with references to AUD. 

15.3.  Bangladesh:

• Clause 14.6  is replaced with the following applicable wording:

“14.6 These Terms of Use shall be governed by, and construed in accordance with, the laws of Bangladesh. Any dispute relating to these Terms of Use or the Site or Content shall be subject to the exclusive jurisdiction of the courts at Dhaka, Bangladesh, to which each party agrees to submit for these purposes.”

15.4.  Canada

• Section 12.9 is replaced with:

“12.9 Without prejudice to any exclusions of liability in this Agreement or elsewhere in the Terms of Use, the combined total liability of EY, all other EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising out of or in connection with the Website and the Terms of Use this Agreement, including but not limited to any breach or non-performance of the Terms of Use this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under this Agreement; or (b) $100, whichever is greater.”

• Section 13.1 is replaced with:

“13.1 EY has entered these Terms of Use for the benefit of the EY Firms. Clauses 3.1 and 12 of these Terms of Use and any other provision that may benefit EY Firms and/or EY Persons are intended for the benefit of all EY Firms and EY Persons, who shall be entitled to rely upon and enforce those provisions.”

• Section 14.6  is replaced with:

“14.6 Governing law:  The Terms of Use, including but not limited to this Agreement and any dispute or claim arising out of or in connection with them or their subject matter is governed by and construed in accordance with Ontario law, without regard to conflicts of law principles.

• The following is added as a new Section 14.7:

“14.7 Exclusive Jurisdiction: The parties submit to the exclusive jurisdiction of Ontario courts in connection with any dispute, claim or other matter arising out of or relating to this Agreement or the Terms of Use.”

15.5.  Fiji

• Section 12.9 is replaced with the following wording: 

“12.9 Subject to Section 12.1, without prejudice to any exclusions of liability in this Agreement, and to the extent permitted by law, the combined total liability of EY, all EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising under or in connection with the Website and this Agreement, including but not limited to any breach or non-performance of this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under these Terms of Use; or (b) FJD $100, whichever is greater.”

• Section 14.6 is replaced with the following wording:

“14.6 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with is subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims), is governed by the laws applicable in Fiji and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts having jurisdiction in Fiji and courts of appeal from them.” 

• All references to USD are replaced with references to FJD. 

1.5.  France:

• In Section 12.5, the reference to “common law” is replaced with “case law.”
• Section 12.8.1 is replaced with:

“12.8.1. any indirect damages;”

• Section 12.8.5 is replaced with:

“12.8.5. loss of business opportunity or loss of chance;”

• Section 12.9 is replaced with:

“12.9 Without prejudice to any exclusions of liability in these Terms of Use, the combined total liability of EY, all other EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising out of or in connection with the Site and the Content, processing of any of your data, and these Terms of Use, including but not limited to any breach or non-performance of these Terms of Use, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year to access the Site and the Content; or (b) EUR 100  (a hundred euros), whichever is greater.”

• Section 12.11 is replaced with:

“12.11. To the fullest extent permissible pursuant to applicable law, EY disclaims all liability to you and everyone else in respect of the Content and all facilities and functionality (including the GSP learning facilities and functionality)  through which Content is provided, whether under any theory of tort, contract, warranty, strict liability or negligence or otherwise, and whether in respect of direct or indirect damages, even if EY was advised, knew or should have known of the possibility of such damages.”

• In Section 13.1, the reference to “whether under the Contract (Rights of Third Parties) Act 1999 or otherwise” is not applicable and, hence, is deleted.
• Section 14.6 is replaced with the following applicable wording:

“14.6 Governing Law and Jurisdiction: These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims) shall be governed by the laws of France."

Any such dispute or claim, should the parties fail to reach an amicable settlement, shall be referred to the tribunal judiciaire (Civil Court) of Paris, France.

15.7.  India:

• Clause 14.6 is replaced with the following applicable wording:

“14.6    These Terms of Use shall be governed by, and construed in accordance with, the laws of India.”

15.8.  Italy

• Section 14.6 is replaced with the following applicable wording:

“14.6 Governing law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims) shall be governed by the laws of Italy. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the Courts of Milan.”

• All references to USD are replaced with references to EUR.

15.9.  Mozambique

• Section 14.6 is replaced with the following applicable wording:

“14.6 Governing law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims) shall be governed by the laws of Mozambique. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the Courts of Maputo.”

• All references to USD are replaced with references to MZN.

15.10. New Zealand

• Section 12.9 is replaced with the following wording: 

“12.9 Subject to Section 12.1., without prejudice to any exclusions of liability in this Agreement, and to the extent permitted by law, the combined total liability of EY, all EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising under or in connection with the Website and this Agreement, including but not limited to any breach or non-performance of this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under this Terms of Use; or (b) NZD $100, whichever is greater.”

• a new Section 12.12 that reads as follows:

"12.12 If an implied consumer guarantee applies to EY granting you access to the Website (a Service) in accordance with the Consumer Guarantees Act 1993 (NZ), in the event that EY breaches that consumer guarantee, EY’s liability is limited to either re-supplying the Service, or paying you the cost of having the Service re-supplied.”

• Section 14.6 is replaced with the following wording:

“14.6 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with is subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims), is governed by the laws applicable in New Zealand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts having jurisdiction in New Zealand and courts of appeal from them.” 

• All references to USD are replaced with references to NZD. 

15.11. Papua New Guinea

• Section 12.9 is replaced with the following wording: 

“12.9 Subject to Section 12.1, without prejudice to any exclusions of liability in this Agreement, and to the extent permitted by law, the combined total liability of EY, all EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising under or in connection with the Website and this Agreement, including but not limited to any breach or non-performance of this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under this Terms of Use; or (b) PGK 100, whichever is greater.”

• Section 14.6 is replaced with the following wording:

“14.6 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with is subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims), is governed by the laws applicable in Papua New Guinea and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts having jurisdiction Papua New Guinea and courts of appeal from them.” 

• All references to USD are replaced with references to PGK. 

15.12. People’s Republic of China (excluding Hong Kong Special Administrative Region)

• Clause 14.6 is replaced with the following wording:

“14. 6 Governing law and Jurisdiction:  This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, or in connection with the formation of the contract between EY and you that incorporates this Terms of Use (including non-contractual disputes or claims) shall be governed by the laws of  the People’s Republic of China (“PRC”).  Any dispute relating to this Agreement shall be referred to and finally resolved by arbitration administered by China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing pursuant to the CIETAC Arbitration Rules in force at the time of the filing of the Request for Arbitration.”

15.13. United Kingdom

• Section 12.1 is replaced with:

“The limitations set out in this Section 12 will not apply to losses or damages for death or personal injury or arising as a result of fraud on EY’s part or to the extent that any such limitation of liability is prohibited by applicable law or professional regulations.”

•  Section 12.9 is replaced with:

“12.9 Without prejudice to any exclusions of liability in this Agreement or elsewhere in the Terms of Use, the combined total liability of EY, all other EY Firms and all EY Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising out of or in connection with the Website and the Terms of Use this Agreement, including but not limited to any breach or non-performance of the Terms of Use this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to EY in that calendar year under this Agreement; or (b) £1000, whichever is greater.”

• Section 14.6  is replaced with:

“14.6 Governing law:  The Terms of Use, including but not limited to this Agreement and any dispute or claim arising out of or in connection with them or their subject matter, or in connection with the formation of the contract between EY and you that incorporates the Terms of Use (including non-contractual disputes or claims) is governed by the laws of England.

• The following is added as a new Section 14.7:

“14.7 Jurisdiction: Any dispute relating to the Terms of Use, the Website, Online Services, or EY Materials is subject to the exclusive jurisdiction of the courts of England and Wales, to which you agree to submit for these purposes.”

15.14. United States:

The following wording is added as a new Clause 14.7:

“14.7. Any controversy or claim arising out of or relating to these Terms of Use, the Site and the Content shall be subject to the dispute resolution procedures set forth below.  Judgment on any arbitration award may be entered in any court having proper jurisdiction.  Notwithstanding the foregoing, any claim limited solely to injunctive or other equitable relief may be submitted as a matter of right by the party seeking such relief to any court having proper jurisdiction over such claim.  

• Mediation

A party shall submit a dispute to mediation by written notice to the other party or parties.  The mediator shall be selected by the parties.  If the parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution (the “CPR Institute”) shall designate a mediator at the request of a party.  Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director or substantial equity owner of any EY Firm’s audit client.

The mediator shall conduct the mediation as he/she determines, with the agreement of the parties.  The parties shall discuss their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute.  The mediation shall be treated as a settlement discussion and shall therefore be confidential.  The mediator may not testify for either party in any later proceeding relating to the dispute.  The mediation proceedings shall not be recorded or transcribed.

Each party shall bear its own costs in the mediation.  The parties shall share equally the fees and expenses of the mediator.

If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute shall be settled by arbitration.  In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration.

• Arbitration

The arbitration will be conducted in accordance with the procedures in this document and the CPR Institute Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of these Terms of Use, or such other rules and procedures as the parties may agree.  In the event of a conflict, the provisions of this document will control.

The arbitration will be conducted before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules.  Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators.  No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director or substantial equity owner of any EY Firm’s audit client.

The arbitration panel shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction.

Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery.

All aspects of the arbitration shall be treated as confidential.  The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards.  Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards.

The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.”