End-User Licence Agreement

1. Agreement and Acceptance

This End-User Licence Agreement (“Agreement”) is a legally binding agreement between EQC Advisory Limited, trading as EQC Compliance Advisory (“EQC”, “we”, “us”, or “our”), and the purchaser or subscriber of Audit Program 4.1 (“you”, “your”, or the “End-User”). By installing, accessing, or using AP4.1 (the “Program”), you agree to be bound by this Agreement. If you do not agree, you must not install, access, or use the Program.

Any applicable order form, subscription record, or written commercial arrangement should identify the relevant subscription term, permitted user allocation, fees, and other agreed commercial terms. If there is a conflict, the applicable written commercial arrangement and this Agreement should be interpreted in accordance with their stated order of precedence.

2. Definitions

• “Program” means Audit Program 4.1 (AP4.1), including its components, updates, working-paper templates, formulas, and code embedded within the system.
• “End-User” means the owners and employees of the Purchasing Party authorised to use the Program for internal audit services or subcontracted audit services.
• “Purchasing Party” means the entity, firm, or individual that has purchased or subscribed to the Program and any associated credits or subscription entitlement.
• “Workstation” means a computer or device owned and controlled by the Purchasing Party and used to operate the Program.
• “Principal Place of Business” means the primary office or location where the Purchasing Party conducts its business.
• “Deliverables” means the working papers, audit reports, and other outputs generated by the Program during its use.
• “Confidential Information” includes the Program’s know-how, methods, working-paper templates, formulas, code, and other proprietary information provided by EQC.

3. Licence Grant and Restrictions

3.1 Licence Scope

EQC grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to use the Program on the Purchasing Party’s authorised Workstation(s), solely for internal audit services or subcontracted audit services and subject to this Agreement and any applicable written commercial arrangement.

3.2 Location and Access Restrictions

• The Program may be used only by authorised owners and employees of the Purchasing Party.
• The Program may be installed and used only on Workstations located at the Purchasing Party’s Principal Place of Business, unless EQC gives prior written approval for another arrangement.
• You must not transfer, move, or use the Program on Workstations outside the Principal Place of Business, or allow external parties to access or use it, without EQC’s prior written approval.
• You must not copy, modify, reverse-engineer, decompile, disassemble, or attempt to replicate the Program or any of its components, except to the extent such restriction is not permitted by applicable law.

4. Related Policies

By using the Program, you confirm that you have read and understood the following documents, which form an integral part of this Agreement to the extent applicable:

If EQC processes personal data for the Purchasing Party under a separately agreed support, hosted, or other service arrangement, the applicable data-processing terms will govern that processing.

5. Obligations of the End-User

• User manual: You must use AP4.1 in accordance with the user manual and instructions issued by EQC. Unauthorised use beyond that scope is prohibited.
• Confidentiality: You must safeguard EQC’s Confidential Information and must not disclose, share, or replicate it.
• Security: You are responsible for appropriate Workstation security, access management, credential protection, and compliance with applicable data-protection laws in your environment.
• Data accuracy: You are responsible for ensuring that data entered into the Program is accurate, complete, and current.
• Professional use: You remain responsible for the professional judgment, review, supervision, and quality-control procedures appropriate to each engagement and Deliverable.

6. Prohibited Actions

The End-User must not:

• use the Program for purposes other than internal audit services or subcontracted audit services;
• attempt to replicate or develop a similar system using the Program’s design, methods, or functionality;
• transfer, sell, distribute, share, lease, or make available the Program or any part of it to a third party;
• use the Program, its templates, formulas, code, or Confidential Information for a purpose beyond the permitted internal audit or subcontracted audit use;
• remove proprietary notices or circumvent technical restrictions that are lawfully implemented to protect the Program.

7. Intellectual Property and Deliverables

All right, title, and interest in and to the Program and EQC’s Confidential Information remain with EQC or its licensors. No ownership right in the Program is transferred to you by this Agreement.

Deliverables generated by the Program are for the Purchasing Party’s internal audit or subcontracted audit use. You must not sell, distribute, or share the Program, its underlying templates, methods, formulas, code, or confidential know-how outside the permitted scope. This clause does not prevent disclosures of audit work or reports that are required or appropriately made in the ordinary conduct of the Purchasing Party’s professional engagements, provided EQC’s confidential materials are not disclosed.

8. Breach and Termination

8.1 Breach

EQC may pursue remedies available to it for a breach of this Agreement. A breach may include unauthorised use or distribution of the Program, leakage of Confidential Information, or infringement of EQC’s intellectual-property rights. You remain responsible for losses or damage arising from your breach, subject to applicable law.

8.2 Termination

EQC may terminate this Agreement immediately if the End-User breaches its terms. On termination, you must cease using the Program and delete Program copies from your Workstations, except where applicable law requires retention. Clauses that by their nature should survive termination, including confidentiality, intellectual property, liability, governing law, and accrued rights, will survive.

9. Liability and Professional Responsibility

To the fullest extent permitted by applicable law, the Disclaimer of Liability and Losses applies to loss or damage arising from use of, reliance on, or application of AP4.1 and its Deliverables. The Program is an assistive tool and does not replace the End-User’s professional judgment, due diligence, or responsibility for compliance with applicable laws, regulations, professional standards, financial-reporting frameworks, and engagement requirements.

No provision of this Agreement is intended to exclude or limit liability that cannot lawfully be excluded or limited. The parties should seek legal advice before agreeing any specific monetary cap, exclusion of loss categories, indemnity, service-level commitment, or warranty that is not expressly stated in the applicable written commercial arrangement.

10. Governing Law and Miscellaneous

This Agreement is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The courts of Hong Kong have exclusive jurisdiction over disputes arising from this Agreement, subject to any mandatory applicable law.

EQC may update this Agreement from time to time. The current version will show its “Last Updated” date. Continued use of AP4.1 after an updated Agreement takes effect constitutes acceptance to the extent permitted by applicable law. If any provision is found invalid or unenforceable, the remaining provisions remain in effect.

This Agreement and the related policies, together with any applicable written commercial arrangement, form the entire understanding between the parties concerning use of the Program and supersede prior understandings relating to that use.

Publication note: This is a technology-licence draft for AP4.1. EQC should confirm subscription, installation, support, data-handling, retention, security, and acceptance-record facts, and obtain qualified Hong Kong legal review before publication.