Before accessing the Portal you need to accept the End User License Agreement. Read the agreement and click the I Accept the License Agreement button at the end of this page.
TERMS OF WEB SITE USE
PORTAL END USER LICENSE AGREEMENT
IMPORTANT – PLEASE READ CAREFULLY:
Welcome to the Martin & Henry Chartered Professional Accountants’ Portal (the “M&H Portal”).
This End User License Agreement together with the terms and conditions of Martin & Henry’s privacy notice (the “Privacy Notice”), which is published at http://www.martinhenry.ca/privacy and which are collectively referred to as the “Agreement”, outline the terms and conditions which govern your use of the M&H Portal and explain how personal information is treated and the privacy protections that are in place when you use the M&H Portal.
Please take the time to read and ensure you understand the terms and conditions of the Agreement and if you have questions about the Agreement, you may contact us at 604-648-2827 or seek independent legal advice.
THE AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“YOU” OR THE “AUTHORIZED USER”) AND MARTIN & HENRY (DEFINED BELOW) (“M&H”).
By clicking the “I ACCEPT” button link below , you agree to be bound by the Agreement (as amended from time to time in accordance with the terms and conditions set out below).
If you do not agree to be bound by the Agreement, you may not use the M&H Portal and must click the “I DO NOT ACCEPT” button link below.
A. Who does this Agreement apply to?
Martin & Henry Chartered Professional Accountants is a network of chartered accountants, operating through a partnership and corporate arrangements. For the purposes of this Agreement, M&H includes, all corporate and individual partners providing services under the trade name Martin & Henry or Martin & Henry Chartered Professional Accountants from time to time, their directors, principals, employees, contractors, agents, and affiliates.
“You” in this Agreement means each person accessing the M&H Portal and where the context applies, the business entity, organization, corporation, partnership, society or other legal entity on behalf of which the M&H Portal is being accessed or used.
B. Use of the M&H Portal
In exchange for M&H agreeing to provide tax, accounting and related services to you (the “Professional Services”), M&H makes the M&H Portal available to you. It is a means by which you and M&H can send or receive information that M&H may use in performing, advising on, or reporting on Professional Services for you or your business, corporation, society, partnership, trust, individual or other legal entity on whose behalf you are using the M&H Portal.
This Agreement governs your use of the M&H Portal only and does not govern the provision of Professional Services which is governed by M&H’s engagement contract with you.
Subject to any applicable laws, rules or regulations which would prohibit you from accessing or using the Portal, M&H grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the M&H Portal for personal or business purposes, conditioned on your continued compliance with the terms and conditions set out in the Agreement. This license is for the sole purpose of enabling you to use and enjoy the benefit of the M&H Portal, in the manner permitted by this Agreement.
C. Restrictions on Use of M&H Portal
The foregoing license is limited in the following ways:
- You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, or commercially exploit any data provided by M&H through the M&H Portal in any manner not expressly permitted by this Agreement.
- You may not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the M&H Portal.
- You may not make illegal use of the M&H Portal or use it for purposes which are illegal.
- You may not interfere with anyone else who is a user of the M&H Portal in their use of the M&H Portal.
- You agree not attempt to gain access to M&H’s computer system or any other computer systems.
- You may not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the M&H Portal.
- You agree not to access or attempt to access any product or services offered via the M&H Portal by any means other than the interface that is provided by M&H.
- You agree not to post or transmit any information that you do not have the right to provide through the M&H Portal including, but not limited to material or information that: (a) would result in a violation of applicable laws or regulations; (b) infringes any person’s intellectual property, privacy or other proprietary rights; (c) is or is likely to be perceived as defamatory, threatening, misleading, offensive, inappropriate, or materially misrepresents facts; (d) adversely affects performance or availability of the M&H Portal, or places an undue load on the network resources; (e) contains any virus, harmful component or corrupted data; or (f) contains any advertising, promotion or solicitation.
- You will not do any of the following with respect to the M&H Portal or its related technology and databases, nor will you permit or authorize anyone else to do any of the following on your behalf: (a) copy or reproduce any portion of the M&H Portal; (b) modify or create a derivative work of the M&H Portal; (c) reverse engineer, decompile or otherwise attempt to extract the source code of the M&H Portal or any part thereof; (d) redistribute, encumber, sell, sublicense, grant a security interest or otherwise transfer or assign any rights in relation to the M&H Portal or part thereof.
- You will not access or use any portion of the M&H Portal except for the purposes stated in and otherwise in accordance with this Agreement.
D. User Obligations
Registering for the M&H Portal
As part of registering for the M&H Portal, you will be provided with a username and password. You will be required to enter your username and password every time you wish to access the M&H Portal. Your username and password are personal to you and/or your business or other legal entity to which they are provided and are non-transferable. You must keep them confidential and not communicate them to anyone else. You are solely responsible for ensuring that only authorized representatives have access to the M&H Portal.
Where you are accessing the M&H Portal on behalf of a company, partnership, society,trust, individual or other form of legal entity, you represent and warrant that you are an authorized representative of the party on whose behalf you are using the M&H Portal.
If you become aware of a breach of security or any unauthorized use of your username or password, you agree to notify M&H immediately at firstname.lastname@example.org.
From time to time, you may wish to provide access to the M&H Portal to contractors, agents, employees, or others for the purpose of assisting you in utilizing the services provided by the M&H Portal or for the purpose of providing access to information of yours that is located on the M&H Portal. While such access may be granted, you are solely responsible for all use of the M&H Portal using your username and password, regardless of who uses them and regardless of whether authorized by you.
At no time will M&H have any responsibility or liability to any person in connection with any unauthorized use of the M&H Portal usernames or passwords or the M&H Portal.
By downloading, accessing or using the M&H Portal, you represent that you are at least the age of majority, and will at all times provide true, accurate, current and complete information when submitting information or materials on the M&H Portal. In addition, you agree to abide by all applicable provincial, federal and international laws and regulations with respect to the use of the M&H Portal.
D. Ownership of the M&H Portal, it’s Content, and access rights
Content and Intellectual Property
This Agreement provides only a limited license to access and use the M&H Portal. Aside from content that you upload to the M&H Portal (“Your Content”), M&H owns all right, title, and interest in the M&H Portal and all content on the M&H Portal that is not Your Content (“M&H Content”), including but not limited to all text, graphics, user interfaces, visual interfaces, photographs, sounds, computer code, programs, software, products, information, interactive features, and documentation, as well as the design, structure, arrangement of any content contained on or available through the M&H Portal.
All names, logos and icons identifying M&H, its programs, products and services are proprietary trademarks of M&H and use of such marks, including without limitation domain names, without the written permission of M&H is strictly prohibited.
The M&H Portal, including without limitation the M&H Content, and all intellectual property associated with the M&H Portal, is provided to you 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 M&H. If you download or print any M&H Content for personal use, you must retain all copyright and other proprietary notices contained therein and may not circumvent, disable or otherwise interfere with security-related features of the M&H Portal or features that prevent or restrict use or copying of the M&H Content or enforce limitations on use of the M&H Portal or the M&H Content.
M&H does not grant you any rights or licenses with respect to the M&H Portal, its related technology, M&H Content, or M&H’s intellectual property, other than as expressly set out in this Agreement. You may not take any action to jeopardize any of M&H’s ownership or rights concerning the M&H Portal, its related technology and information, the M&H Content or intellectual property rights.
CCH ProSystem fx Master Software License Agreement
In connection with providing access to you to the M&H Portal and services related thereto, M&H has entered into a Software License Agreement with CCH Incorporated, a Wolters Kluwer business (“CCH”), a copy of which is located here: http://support.cch.com/uploads/CCH%20Profx%20Software%20License%20Agreement.pdf (“CCH Software License Agreement”). You agree that you will thoroughly and completely review the terms of the CCH Software License Agreement, and that you will use reasonable efforts to ensure that your use of the M&H Portal will not cause or result in any violation of you as “Client” or M&H as “Customer” under the terms of the CCH Software License Agreement.
M&H may at any time log in to your account, and review and otherwise examine any information stored on or passing through the M&H Portal, and M&H’s networks or systems, including without limitation any private or personal information that is on the M&H Portal.
Copyright and Trademark policies
It is M&H’s policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law and M&H may terminate the accounts of parties alleged to be infringing any such laws.
E. DISCLAIMER: NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AVAILABILITY, FUNCTIONALITY OF THE M&H PORTAL
No Representations or Warranties
While M&H endeavors to provide reliable information, services, programs, software and materials, THE M&H PORTAL IS PROVIDED ON AN “AS IS” AND ‘AS AVAILABLE’ BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, M&H DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE M&H PORTAL, WHETHER EXPRESS, IMPLIED OR STATUTORY (EXCEPT WHERE REQUIRED BY LAW), including but not limited to the following:
(a) M&H makes no representation or warranty with respect to the availability or functionality of the M&H Portal. For a variety of reasons, the M&H Portal, or portions of it, may be unavailable temporarily or permanently with or without notice to you and your access to and use of the M&H Portal and any services available through the M&H Portal may be suspended, delayed, unavailable or cancelled as a result.
(b) M&H makes no representations or warranties about the results that can be achieved from or the suitability, completeness, timeliness, reliability, legality or accuracy of the M&H Portal.
(c) M&H expressly disclaims all warranties, of merchantability, fitness for a particular purpose, or non-infringement or any other implied warranty.
(d) M&H makes no representation or warranty that the M&H Portal will operate error free or in an uninterrupted fashion or that any downloadable files or information will be free of viruses or contamination or destructive features.
YOU ASSUME THE SOLE RISK OF MAKING USE OF THE M&H PORTAL AND BEAR THE SOLE RESPONSIBILITY FOR ANY LOSSES, DAMAGES, LIABILITIES, OR OTHER COSTS OF ANY KIND THAT YOU MAY INCUR OR BE LIABLE FOR AS A RESULT (DIRECTLY OR INDIRECTLY) DUE TO THE USE, UNAVAILABILITY OR LACK OF FUNCTIONALITY OF THE M&H PORTAL.
Suspension of Use
M&H may suspend access to any portion or all of the M&H Portal at any time, on a system-wide basis, including, but not limited to, for the following reasons: (a) to conduct maintenance or make modifications to the M&H Portal; (b) in the event of a denial of service attack or other attack on the M&H Portal or other event that may create a risk to the M&H Portal, to your or any one or more of M&H’s customers; (c) in the event that M&H determines that any service being provided on or through the M&H Portal is prohibited by law or M&H otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.
The M&H Portal utilizes industry standard and accepted security systems and complies with relevant privacy legislation in an attempt to eliminate unauthorized access to private information. M&H does not however guarantee the security of your personal and private information. By using the M&H Portal, you assume all risks associated with unauthorized access and subsequent use of your personal and private information and at no time will M&H have any responsibility or liability to you in connection with any such unauthorized access or use of your personal and private information.
Information and data entered on or through the M&H Portal may be irretrievably lost or destroyed at any time. It is your responsibility to make all necessary copies and backups of any appropriate information on the M&H Portal. M&H will have no liability to you as a result of your inability to access any portion of the M&H Portal or any related data or information, nor for the loss or destruction of any of that data or information.
F. Limitation of Liability
To the maximum extent permitted by law, M&H will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, including without limitation damages for lost profits or revenues, loss of goodwill, work stoppage, business interruption, security breaches, viruses, computer failure or malfunction, authorized and unauthorized use of data or personal information, loss of data, other intangible losses, cost of procurement of substitute goods or services, tax losses, or any commercial damages arising under or in connection with, or caused by:
(a) this Agreement;
(b) the M&H Portal including, without limitation, the use of or inability to use the M&H Portal or any web site linked to the M&H Portal;
(c) any information obtained by you via or in connection with the M&H Portal; or
(d) any other matter the subject of this Agreement.
The foregoing Limitation of Liability shall apply in any action, whether in contract, tort, strict liability, or any other actionable claim, even if M&H had or should have had knowledge of the possibility of such damages, or even if such damages were forseeable.
Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. IN THAT EVENT ONLY, the total liability of M&H for any reason whasoever related in any way to the matters listed in (a)-(d) above, shall not exceed the amount by which M&H’s insurance coverage in respect of such damage extends.
Without limiting the above, you expressly absolve and release M&H from any claim of harm resulting from a cause beyond M&H’s control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, authorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, labor problems, wars or government restrictions.
The foregoing limitations of liability shall not affect any professional legal obligations that may be owed to you by M&H relevant to the provision of professional services, nor any limitation of liability you may provide or have provided to M&H in respect of the provision of tax services.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless M&H from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) ) your use of and access to the M&H Portal or that of any third party who is given or gains access to the M&H Portal due to your action or inaction; (ii) your inability to use the M&H Portal or any web site linked to the M&H Portal(ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. At any time M&H, in its sole discretion, assume the defense of any claim. This indemnification obligation will survive the term of this Agreement.
H. Modification and Termination of this Agreement
This Agreement and your right to use the M&H Portal will take effect at the moment you click “I ACCEPT” or you install, access or use the M&H Portal and is effective until terminated as set forth below. This Agreement will terminate automatically if you click “I REJECT.”
Amendments to this Agreement
M&H reserves the right at any time may, and for any reason in its sole discretion:
(a) amend this Agreement;
(c) change, suspend, discontinue or terminate on a systemic basis all or any aspects of the M&H Portal, or this Agreement,
by providing notice to you. M&H will endeavor (but is not obligation to) provide at least 48 hours notice of any changes, suspension, discontinuance or termination of this Agreement. Notice may be provided in any format, including electronically via email or via the M&H Portal.
If at any time, you are dissatisfied with the M&H Portal, its content or the terms and condition of this Agreement, you agree that your sole and exclusive remedy is to stop using the M&H Portal
Termination due to fraud, unlawful activity, etc.
M&H reserves the right at any time and on reasonable grounds, (which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity, or breach of this Agreement) to deny you access to the M&H Portal or to any portion thereof to protect M&H’s name, goodwill, business, reputation, and/or to protect other authorized users. Termination will be effective without notice.
You may also terminate this Agreement at any time by ceasing to use the M&H Portal.
On termination or expiration of this Agreement, you are personally liable for any charges that you incur prior to such termination or expiration.
Any provisions of this Agreement which expressly or by implication are intended to survive termination or expiration of this Agreement will survive and continue to bind the parties, including without limitation, the provisions concerning M&H’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability and
This Agreement constitutes the entire agreement between you and M&H regarding the subject matter hereof and supersedes any and all prior or contemporaneous representations, understandings, agreements, or communications between you and M&H, whether written or oral, regarding the matters the subject of this Agreement. This Agreement shall remain in full force and effect (as amended pursuant to this Agreement) until terminated in accordance with provisions herein.
All Notices from M&H to you in relation to this Agreement may be provided to you by posting such notice on the M&H Portal or by email to you.
All notices by you to M&H shall be by email to email@example.com or in writing and sent to:
Martin & Henry Chartered Professional Accountants
101 – 1012 Balfour Avenue
Vancouver, BC V6H 1X1
Notices shall be deemed to have been given if sent by electronic transmission on the date that is one business day after the date of receipt, or if by mail, on the date received or on the date that is the sixth date after mailing, whichever is earlier.
This Agreement shall be governed by, construed and enforced according to the laws of the Province of British Columbia and you agree to submit to the exclusive jurisdiction of the courts of British Columbia.
Conflict and Severability
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, any invalid or unenforceable portions shall be severed and the remaining portions of this Agreement will remain in full force and effect. If there is a conflict between this Agreement and any procedures or requirements set out in the M&H Portal, the provisions of this Agreement will prevail.
No right or breach of this Agreement may be waived except in writing by M&H and the failure of M&H to require performance of any provision or failure of M&H to enforce any provision of this Agreement will not constitute a waiver.
Remedies for Breach
You acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to M&H that would not be quantifiable in monetary damages and M&H would not have an adequate remedy at law. You therefore agree that M&H shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under this Agreement and you agree to waive any requirement that M&H post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to M&H to enforce any provision of this Agreement.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by M&H without restriction.
This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and M&H.
Independent Legal Advice
As this is a legally binding contract on you, you are advised to obtain independent legal advice prior to your use of the M&H Portal.
Last Revision Date
This Agreement was last revised on December 29, 2016.