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      Last Updated: 9 November 2023

      1. Unless defined below, all capitalised terms used in these Collaboration Tools Terms (Terms) have the same meaning given to them under the applicable KPMG Terms and Conditions of Business.
      2. You may access and use the Tool (and the content stored on it) on a limited basis for the sole purpose of receiving the relevant Services, and subject to these Terms.
      3. You and your authorised users, as nominated by you and agreed by us in writing, will be provided with credentials such as user names and passwords (Login Credentials) for the Tool. If you wish to nominate a third party from outside your organisation as an authorised user, we may require the third party to enter into a separate agreement with us before accessing or using the Tool.
      4. You are responsible for keeping the Login Credentials secure and confidential and are responsible for all activities that take place using the Login Credentials, except where unauthorised access to the Tool using your Login Credentials has occurred due to our fault. You are liable for the conduct of your authorised users (including any loss, damage or claim caused by their conduct) as if it were your own. You must ensure your authorised users are aware of their responsibilities and procure their compliance with these terms. It is also your responsibility to promptly notify us if you become aware of any authorised user who should no longer have access to the Tool, or any event or action which might reasonably impair the security of the Tool. Notification should be made to the KPMG representative nominated in the engagement letter. We will issue replacement Login Credentials, or in the case of a third party tool, seek the issuance of replacement Login Credentials, as soon as reasonably practicable after you report them to us as being lost or potentially compromised.
      5. You acknowledge that the Tool is the property of us or a third party supplier. You must not compromise or attempt to compromise the Tool or the infrastructure over which it is provided. You agree to respect both the third party supplier’s and our rights when using the Tool.
      6. We may vary these Terms by providing you or your authorised users 30 days’ notice, or such shorter period as we may reasonably require in circumstances outside of our reasonable control, for example to address security matters, in order to comply with a change in law, or where the relevant third party requires such change to enable continued use of the Tool. You may also be required to accept additional terms of use for the Tool, as well as comply with any reasonable security, technology, regulatory or risk management requirements which we advise you of from time to time in relation to the Tool. If you do not agree with any such terms or requirements, you may terminate your access to the Tool at any time, in accordance with clause 11.
      7. We or a third party supplier may make changes to the Tool from time to time. If we are aware that a change will materially reduce the functionality of the Tool, we will give you at least 30 days’ notice, or such shorter period as we may reasonably require, before the change takes effect.
      8. You must ensure that any data, information or materials (including documents) that forms part of Your Materials contained in the Tool complies with all applicable laws, does not contain any viruses, bots, worms or other harmful code, is not defamatory, fraudulent, indecent or offensive, can be provided to us, does not infringe the rights of any third party including intellectual property rights or privacy rights, and does not give rise to any civil or criminal liability for us or any Assisting Party.
      9. You acknowledge that the Tool is not intended to be used as a system of record or for archival purposes and you must retain separate copies of Your Materials. Access to the Tool may be interrupted, including for reasons out of our control, and content contained in the Tool may not be recoverable. We have no responsibility for recovering or providing to you Your Materials contained in the Tool.
      10. Any chat functionality within the Tool will not be used to provide advice, accordingly, no reliance may be placed on information shared through that chat functionality. Further, you must not use that chat functionality to provide us with formal instructions or directions.
      11. Notwithstanding our respective rights to suspend or terminate under the Agreement, you may terminate your access to the Tool at any time, and we may suspend or terminate your access to the Tool on 30 days’ notice, or such shorter period as we reasonably require (which may be immediate).