Terms of Service
Welcome to KPMG Spark, an online back office business, tax and accounting service of KPMG LLP ("KPMG") designed
for small to medium businesses. Please read these Terms of Service, together with the KPMG Spark
which is hereby incorporated by reference as if fully set forth herein) (collectively the "Terms") fully and carefully before accessing or using
https://kpmgspark.com/ or any other platform or
website(s) offering the KPMG Spark Services (collectively, "Website") or any content, products,
and/or services made available by Us (together with the Website, the “KPMG Spark Services”).
The Terms set forth the legally binding terms
and conditions governing your access to and use of the Services. You understand that your acceptance as a client
of the KPMG Spark Services is conditioned upon KPMG's client acceptance policies and procedures.
You understand the quality of the services
provided by KPMG are dependent upon the accuracy of the information provided by you, including but not limited to
the completeness, spelling, grammar and consistency of names, addresses, descriptions, financial information and the like.
You also understand it is your sole responsibility to provide complete and accurate information and you will review
all final document(s) before approving, signing, submitting and or returning them to the designated recipients.
The KPMG Spark Services are currently only available to users and businesses who are located in the United States of
America. If You or Your business are located outside of the United States, you may not use the KPMG Spark Services.
For the purpose of this provision, to be located in the United States, a business must be both operated and legally
established within the United States.
By registering to use and/or using the KPMG Spark Services in any manner, You, just as if You had done so in writing,
(i) acknowledge that You have read and understood the Terms, (ii) represent and warrant that You are at least
eighteen (18) years of age, and if applicable, have the authority to enter into these Terms on behalf of any
person or entity for whom You are accessing or using the KPMG Spark Services, and (iii) agree to these Terms and
all other rules, policies, and procedures that may be published on the Website from time to time, each of
which are incorporated into these Terms and each of which may be updated without notice to you. Certain of
the KPMG Spark Services may be subject to additional terms and conditions specified by us from time to time; Your
use of such KPMG Spark Services is subject to those additional terms and conditions, which are incorporated into
these Terms by reference. These Terms are binding upon any use of the KPMG Spark Services, including by Subscribers
and Authorized Users (each as defined below), and apply to You from the time that KPMG provides You with access
to the KPMG Spark Services.
The KPMG Spark Services will evolve over time based on user feedback. KPMG may amend these Terms from time to time,
at which point You will be required to click “accept” or “agree” to show Your consent to an amended version of
You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations
applicable to you. The right to access the KPMG Spark Services is revoked where these Terms or use of the KPMG Spark
Services is prohibited or to the extent offering, sale or provision of the KPMG Spark Services conflicts with any
applicable law, rule or regulation.
IF YOU ARE ACCESSING THE KPMG SPARK SERVICES IN YOUR CAPACITY AS AN ACCOUNTING FIRM OR A CERTIFIED PUBLIC ACCOUNTANT (EACH, A “CPA”),
OR A CLIENT OF A CPA (EACH, A “CPA CLIENT”), CERTAIN TERMS AS EXPRESSLY INDICATED HEREIN MAY SPECIFICALLY APPLY TO YOU BUT NOT
OTHER USERS AND CERTAIN TERMS AS EXPRESSLY INDICATED HEREIN MAY NOT APPLY TO YOU AT ALL.
“Subscription Fee” means the monthly fee (excluding any taxes) payable by You in accordance with the fee
schedule set out on the Website (https://www.kpmgspark.com/pricing) or your pricing agreement with KPMG.
“Data” means any data and/or information inputted by You or on Your behalf
into the Website. “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral
right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world
whether or not registered. “KPMG”, “we” or “us” means KPMG LLP, the United States member firm
of the KPMG network of member firms (the “KPMG Network”). KPMG, the other member firms of the KPMG Network and
firms and entities controlled by, or under common control with, one or more such member firms (collectively, the
“Member Firms”), and their affiliates, and their respective partners, principals, employees, and agents are
collectively referred to herein as the “KPMG Parties.”
. “Authorized User” means any person or entity authorized by the Subscriber to access or use the KPMG Spark
Services from time to time on behalf of the Subscriber. “Organization” means the organization the
Subscriber represents or the organization an Authorized User has been added to and granted access to via the
Website. “Subscriber” means the person or entity who registers to use the KPMG Spark
Services, and/or any person or entity on whose behalf that person registers to use the KPMG Spark
Services. “You” means any Subscriber or Authorized User. “Your” has a corresponding meaning.
2. USE OF SOFTWARE
2.1. Subject to these Terms, KPMG grants You and Your Authorized Users a non-exclusive, non-transferable and
non-sublicensable (except as expressly permitted herein) license to access and use the KPMG Spark Services via the
Website in accordance with Your or their role as either a Subscriber or Authorized User, whichever is applicable.
You acknowledge and agree that:
2.1.1 the Subscriber determines who is an Authorized User and what level of user role access to the relevant
organization and Service(s) that Authorized User has;
2.1.2 the Subscriber is responsible for all Authorized Users’ use of the KPMG Spark Services;
2.1.3 the Subscriber controls each Authorized User’s level of access to the relevant organization
and KPMG Spark Service(s) at all times and can revoke or change an Authorized User’s
access, or level of access, at any time and for any reason, in which case that person or entity will cease
to be an Authorized User or shall have that different level of access, as the case may be; and
2.1.4 if there is any dispute between a Subscriber and an Authorized User regarding access to any
organization or KPMG Spark Service(s), the Subscriber shall decide what access or level
of access to the relevant Data or KPMG Spark Service(s) that Authorized User shall have,
3. KPMG IS NOT A SUBSTITUTE FOR A LAWYER OR LAW FIRM
3.1 YOU HEREBY ACKNOWLEDGE AND AGREE THAT KPMG, THE KPMG Spark SERVICES, AND OTHER CONTENT ARE NOT A LAW FIRM OR A
SUBSTITUTE FOR A LAW FIRM. KPMG CANNOT AND DOES NOT RENDER ANY LEGAL SERVICES TO YOU, AND THE KPMG Spark SERVICES
ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES. WITHOUT LIMITING THE FOREGOING,
YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR CONTENT PROVIDED THROUGH THE KPMG Spark SERVICES ARE
PRESENTED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AND DO NOT CONSTITUTE LEGAL ADVICE. YOUR
RELIANCE ON ANY KPMG Spark SERVICES IS SOLELY AT YOUR OWN RISK. YOUR COMMUNICATIONS WITH KPMG ARE NOT ATTORNEY
WORK-PRODUCT AND ARE NOT PROTECTED UNDER ANY PRIVILEGE, INCLUDING ATTORNEY-CLIENT PRIVILEGE.If You need legal
advice, we encourage You to hire a lawyer.
3.2 Federal, state or local law (statutory, common or otherwise), constitution, treaty, convention,
ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement
enacted, adopted, promulgated or applied by a governmental authority, consumer contracts (collectively, “Law”)
and publicly available facts about entities that issue consumer contracts are voluminous and ever-changing.
Accordingly, KPMG cannot and does not guarantee that any information provided through the KPMG Spark Services is
current. Law relevant to consumers varies depending on the relevant jurisdiction (for example, the applicable
U.S. state), and the KPMG Spark Services are not, and cannot be, necessarily customized to Your jurisdiction.
This section does not apply to CPA Clients who are billed by their CPA for the KPMG Spark Services.
4.1 Billing: Upon registering for an account, you acknowledge that the KPMG Spark
Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges
prior to cancellation. YOU ACKNOWLEDGE AND AGREE THAT KPMG MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER
AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY KPMG) THAT YOU HAVE
TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED
BEFORE KPMG REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD,
GO TO https://kpmgspark.com/
4.2 Subscription Fee changes: KPMG may change the amount of the Subscription Fee in its sole discretion from time to time upon
notice to You.
4.3 Payment: KPMG shall bill through a payment method linked to Your account on the
KPMG Spark Services for use of the KPMG Spark Services. By choosing
to register for the KPMG Spark Services, you agree to pay KPMG all charges at the prices
then in effect for any use of such KPMG Spark Services in accordance with the applicable
payment terms and you authorize us to charge your chosen payment provider (your “Payment Method”). You agree
to make payment using that selected Payment Method. KPMG reserves the right to correct any errors or
mistakes that it makes even if it has already requested or received payment. KPMG will continue billing
monthly until this Agreement is terminated in accordance with Section 9. All billing information will be
sent to You, or to a billing contact whose details are provided by You (“Billing Contact”), by email. You are
responsible for payment of all taxes in addition to the Subscription Fee.
4.4 Reaffirmation of Authorization: Your non-termination or continued use of the KPMG Spark
Services reaffirms that KPMG is authorized to charge You for those KPMG Spark Services.
We may submit those charges for payment and you will be responsible for such charges. This does not waive our
right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as
otherwise described when you initially selected to use the KPMG Spark Services.
4.5 Preferential pricing or discounts: You may from time to time be offered preferential pricing or
discounts for the KPMG Spark Services. Eligibility for such preferential pricing or
discounts is conditional upon Your acceptance of responsibility for payment of any Subscription Fees in
relation to all of Your Organizations. Without prejudice to any other rights that KPMG may have under
these Terms or at law, KPMG reserves the right to bill for the full (non-discounted) Subscription Fees due or
suspend or terminate Your use of the KPMG Spark Services in respect of any or all of
Your Organizations in the event that any amount owed for those Subscription Fees are not paid in full by the
due date for payment.
4.6 Automated Bank transaction data delivered into Your account: Where available, automated bank
account transaction data feeds are generally provided to You free of charge. However, KPMG reserves the right
to pass on any charges related to the provision of bank feed data on a case-by-case basis at KPMG’s sole
discretion. KPMG would first inform You via email to indicate what those charges are likely to be (as such
charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to
discontinue use of automated bank feeds at any time. To exercise this option, You must notify KPMG of which
automated bank account transaction data feeds You want to discontinue. Upon receiving such notice KPMG will
arrange for such feeds to be terminated in accordance with each bank’s usual practices.
5. YOUR OBLIGATIONS AND RESPONSIBILITIES
5.1 General obligations: You must only use the KPMG Spark Services for Your own
lawful internal business purposes, in accordance with these Terms and any additional or amended terms and
conditions posted on the Website and/or noticed to you by KPMG.
5.2 Registration: You must provide accurate complete information and keep Your account information
updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate
that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate
authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never
use another person’s user account or registration information for the KPMG Spark Services without permission.
You must notify us immediately of any change in Your eligibility to use the KPMG Spark Services,
breach of security or unauthorized use of your account. You should never publish, distribute or post login
information for your account. You shall have the ability to delete Your account, either directly or through a
request made to one of our employees or affiliates.
5.3 Access conditions: You must ensure that all usernames and passwords required to access the
KPMG Spark Services are kept secure and confidential. You must immediately notify KPMG of
any unauthorized use of Your passwords or any other breach of security and KPMG will reset Your password.
You must take all other actions that KPMG Spark reasonably deems necessary to maintain or
enhance the security of KPMG’s computing systems and networks and Your access to the
KPMG Spark Services.
5.4 Prohibited Uses: As a condition of use, You promise not to use the KPMG Spark
Services for any purpose that is prohibited by these Terms. You are responsible for all of Your activity in
connection with the KPMG Spark Services. When accessing and using the
KPMG Spark Services, You shall not (and shall not permit any third party to) either (i)
take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or
facilitate distribution of any Data on or through the KPMG Spark Services that:
5.4.1 infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any
other person or entity or violates any law or contractual duty;
5.4.2 You know is false, misleading, untruthful or inaccurate;
5.4.3 is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent,
invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or
depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in
our sole discretion;
5.4.4 constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
5.4.5 contains software viruses or any other computer codes, files, or programs that are designed or
intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or
telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or
other information of KPMG or of any third party;
5.4.6 may damage KPMG’s, or any other person or entity’s, computing devices or software or may in any way
which may impair the functionality of the KPMG Spark Services, Website, or other
systems used to deliver the Services or impair the ability of any other user to use the
KPMG Spark Services;
5.4.7 constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer
any computer programs used to deliver the Services or to operate the Website except as is strictly
necessary to use either of them for normal operation;
5.4.8 constitutes an attempt to undermine the security or integrity of KPMG’s computing systems or networks
or, where the KPMG Spark Services are hosted by a third party, that third party’s
computing systems and networks;
5.4.9 constitutes an attempt to gain unauthorized access to any materials other than those to which You
have been given express permission to access or to the computer system on which the KPMG Spark
Services are hosted;
5.4.10 impersonates any person or entity, including any of our employees or representatives; or
5.4.11 includes anyone’s identification documents or sensitive financial information (such as social
security numbers, credit card account information, driver’s license or passport information).
5.5 Usage Limitations: Your use of the KPMG Spark Services may be subject to
limitations, including but not limited to monthly transaction volumes and the number of calls
You are permitted to make against KPMG’s application programming interface. Any such limitations will be
specified within the applicable Services.
5.6 Referral Program: From time to time KPMG may implement a program through which entities may help
KPMG obtain Subscribers in exchange for a referral fee. Where required by law or regulation, the terms of any
such program will be specified by KPMG at the time of implementation.
5.7 Information: You agree that in order to provide the KPMG Spark Services you
must provide certain information on a timely basis. You agree that all information supplied by you or your
agent to KPMG will be complete and accurate. You acknowledge that KPMG is relying upon such information in
the preparation and completion of each and all orders without any verification by KPMG as to its accuracy
or completeness. You agree to provide updates to information on a timely basis. In providing the
KPMG Spark Services KPMG may provide advice or recommendations and you will provide all
management decisions on a timely basis. You agree to hold the KPMG Parties harmless and defend and indemnify
the KPMG Parties from and against any claims, causes of action, damages and liability of whatever kind or
nature, including but not limited to court costs and reasonable attorney fees if information provided by you
or your agent is inaccurate or incomplete. It is your responsibility to inform KPMG of any changes or
corrections to your information.
5.8 Bookkeeping Financial Statement Preparation: The KPMG Spark Services include
bookkeeping and the preparation of monthly financial statements prepared on the tax basis of accounting based
on information You provide. These are not intended to be a full set of financial statements. Services to
prepare the financial statements for Your business (or the business of your CPA Client, as applicable) are subject to the following:
5.8.1 Our Responsibilities: In providing these professional services, we will comply with the
AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity,
professional competence, and due care, and with regard to the financial statement preparations, we will
also conduct our engagement in accordance with Statements on Standards for Accounting and Review Services
(SSARSs) promulgated by the Accounting and Review Services Committee of the AICPA.
Those standards do not required us to, and we will not, verify the accuracy or completeness of the
information You provide to us for these services or otherwise gather evidence for the purpose of
expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion or
provide any assurance on the financial statements. Our services cannot be relied upon to identify or
disclose any financial statement misstatements, including those caused by fraud or error, or to identify
or disclose any wrong doing within the entity or noncompliance with laws and regulations.
In providing these services, each page of the monthly financial statement package will include a
disclaimer that states:
"These financial statements are not audited, reviewed, or compiled and, accordingly, no opinion or
assurance is expressed on these statements. These financial statements are not a full set of financial
statements and instead reflect transaction activity based on the information provided by the company.."
5.8.2 Your Responsibilities: These services are provided on the basis that, through the acceptance of these Terms, You acknowledge and
understand that our role is to maintain accounting books and prepare financial statements on a tax basis.
In providing these services to You, You agree that You as the owner or management of the business or the CPA advising such owner or management of the business have the
following overall responsibilities:
The services You are selecting for such business are a tax basis financial reporting framework to be
applied in the preparation of the financial statements on the tax basis of accounting which omit
substantially all disclosures and may exclude certain non- cash activity such as recording of depreciation
expense which would ordinarily be recorded under the tax basis of accounting.
Identifying all accounts relevant to these services
The design, implementation, and maintenance of any internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or error
To prevent and detect fraud
To ensure that the business complies with the laws and regulations applicable to its activities
The accuracy and completeness of the records, documents, explanations, and other information, including
significant judgments, You provide to us for the engagement to prepare financial statements
To review the financial statement for errors and notify us on a timely basis
To provide us with:
Additional information that may be requested for the purpose of the preparation of the financial
Access to persons within your business of whom we determine necessary to communicate.
5.9 Filing and Business License Fees: You understand and agree that the KPMG Spark
Service does not include filing fees and or business licensing fees. Except as otherwise noted, filing and
recording fees include all mandatory or applicable federal, state, county and local administrative fees and
may also include publishing, name check, handling processing fees and business licensing.
5.10 Communication Conditions: As a condition of these Terms, if You use any communication tools
available through the Services (such as any forum, chat room or message center), You agree only to use such
communication tools for lawful and legitimate purposes. You must not use any such communication tool for
posting or disseminating any material unrelated to the use of the KPMG Spark Services,
including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files
that may damage any other person’s computing devices or software, content that may be offensive to any other
users of the KPMG Spark Services, or material in violation of any law (including material
that is protected by copyright or trade secrets which You do not have the right to use). When You make any
communication on the KPMG Spark Services, You represent that You are permitted to make such
communication. KPMG is under no obligation to ensure that the communications on the KPMG Spark
Services are legitimate or that they are related only to the use of the KPMG Spark Services.
As with any other mobile- or web-based forum, You must exercise caution when using the communication tools
available on the KPMG Spark Services. However, KPMG does reserve the right to remove
any communication at any time in its sole discretion.
5.11 Indemnity: You agree to defend, indemnify, and hold harmless KPMG and the KPMG Parties from all
liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your or
Your Authorized Users’ use or misuse of, or access to, the KPMG Spark Services, including
Your or Your Authorized Users’ violation of the Terms, infringement by You, any of Your Authorized Users or any
other third party using Your account or identity in the KPMG Spark Services of any
intellectual property or other right of any person or entity, and Your or Your Authorized Users’ breach of any
of these Terms or any obligation You may have to KPMG, including (but not limited to) any costs relating to
the recovery of any Subscription Fees that are due but have not been paid by You. We reserve the right to
assume the exclusive defense control of any matter otherwise subject to indemnification by You, in which
event You will assist and cooperate with us in asserting any available defenses.
6. INTELLECTUAL PROPERTY
6.1 General: Except as expressly provided herein, KPMG alone retains all Intellectual Property Rights
relating to the KPMG Spark Services. Any suggestions, ideas, enhancement requests, feedback,
recommendations or other information or documentation provided by You relating to the KPMG Spark
Services (“Feedback”) shall be assigned by You to KPMG. KPMG will be free to use or disseminate Feedback.
You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
6.2 Ownership and Use of Data: Except as set forth herein, You shall retain all Intellectual Property
Rights (if any) in Your Data. However, Your access to the Data is contingent on full payment of the Subscription
Fee when due. You hereby grant KPMG a license to use, copy, transmit, store, and back-up Your information and
Data for the purposes of enabling You to access and use the KPMG Spark Services and for any
other purpose related to provision of the KPMG Spark Services to You. You also hereby
permit KPMG, with the assistance of third parties, to use the information provided to KPMG for other purposes,
such as improving the delivery or quality of services or technology to You and other clients, thought
leadership projects, to allow You and other clients to evaluate various business transactions and
opportunities, and for use in presentations to You, other clients and non-clients. When Your information is
used outside of KPMG or such third parties assisting them, you will not be identified as the source of the
information. You agree that any data or records uploaded to the KPMG Spark Services by You
or on Your behalf or pursuant to Your direction shall become the property of KPMG LLP regardless of whether
You become, or continue as, a client of the KPMG Spark Services. Upon termination of these Terms in
accordance with Section 9, at any time KPMG may, in its sole discretion, destroy Your Data or any information
otherwise provided by You to KPMG (or, if you are a CPA Client, provided by your CPA on your behalf) of any type or
nature and shall have no obligation to maintain or provide such Data or information to You. In addition,
KPMG may retain Your Data or any information otherwise provided by You to KPMG to comply with its obligations
under applicable law, regulation, or professional policy regarding document retention (including to meet applicable
6.3 Backup of Data: You must maintain copies of all Data inputted into the KPMG Spark
Services. KPMG adheres to industry-standard policies and procedures to prevent data loss, but does not make any
guarantees that there will be no loss of Data. KPMG expressly excludes liability for any loss of Data no matter
6.4 Third party applications and Your Data: The KPMG Spark Services may permit You
to link to certain other websites, services or resources (“Third-Party Applications”) on the Internet, and
certain Third-Party Applications may contain links to the KPMG Spark Services. If You
choose to enable Third-Party Applications for use in conjunction with the KPMG Spark Services,
You do so at Your own risk. These Third-Party Applications are not under our control. You acknowledge that KPMG
may allow the providers of those Third-Party Applications to access Your Data as required for the interoperation
of such Third-Party Applications with the KPMG Spark Services. You further acknowledge
and agree that KPMG shall not be responsible or liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with the use of or reliance on any Third-Party Application, or for
any disclosure, modification or deletion of Your Data by any Third-Party Applications. KPMG is not responsible
for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any
Third-Party Applications before enabling their use in conjunction with the KPMG Spark Services.
6.5 Third party content: Content from other users, suppliers, advertisers, and other third parties,
including Third-Party Applications, may be made available to You through the KPMG Spark
Services. Because KPMG does not control such content, You agree that KPMG is not responsible for any such
content. KPMG does not make any guarantees about the accuracy, currency, suitability, or quality of the
information in such content, and KPMG assumes no responsibility for unintended, offensive, indecent,
objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and
other third parties or violation of any third party rights related to such content. You understand that by
using the Services You may be exposed to third-party websites that You find. KPMG makes no warranty,
representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality,
content, nature or reliability of Third-Party Applications accessible from the Website. KPMG provides
these links for Your convenience only and does not control such websites. KPMG’s inclusion of links to
such websites does not imply any endorsement of the materials on such Third-Party Applications or any
association with their operators. The KPMG Spark Services may contain links to websites
that are operated by KPMG but which operate under different terms.
6.6 It is Your responsibility to review the privacy policies and terms of service of any other website or
mobile application that You visit, including any Third-Party Applications made available to You through the
KPMG Spark Services. YOU AGREE THAT IN NO EVENT WILL KPMG BE LIABLE TO YOU IN CONNECTION
WITH ANY WEBSITES, SERVICES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE
THAT ANY CLAIM WHICH YOU MAY HAVE IN RESPECT OF SUCH THIRD-PARTY APPLICATIONS MAY ONLY BE ASSERTED AGAINST THE
PROVIDER OF SUCH THIRD-PARTY APPLICATIONS, AND NOT AGAINST KPMG OR ANY OF THE KPMG PARTIES.
7. WARRANTIES AND ACKNOWLEDGEMENTS: COVENANTS
7.1 Authority: You warrant that where You have registered to use the KPMG Spark
Services on behalf of another person or entity, You have the authority to agree to these Terms on behalf of
that person or entity and to bind that person or entity to perform any and all obligations that You become
subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
7.2 Acknowledgement: You acknowledge that: You are also authorized to access the processed information
and Data that is made available to You through Your use of the Website and the KPMG Spark
Services (whether that information and Data is Your own or that of anyone else).
7.3 KPMG has no responsibility to any person other than You and nothing in this Agreement confers, or purports
to confer, a benefit on any person other than You. If You use the KPMG Spark Services or
access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or
otherwise) You acknowledge and agree that:
7.3.1 You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any
person or entity who is given access to Data;
7.3.2 You agree that KPMG has no obligation to provide any person or entity access to such information or
Data without Your authorization and may refer any requests for information to You to address; and
7.3.3 You will indemnify KPMG against any claims or loss relating to:
KPMG’s refusal to provide any person access to Your information or Data in accordance with these Terms,
KPMG’s making available information or Data to any person with Your authorization.
7.3.4 KPMG does not warrant that use of the KPMG Spark Services will be uninterrupted or
error-free. Among other things, the operation and availability of the systems used for accessing the
KPMG Spark Service, including public telephone services, computer networks and the
Internet, can be unpredictable and may from time to time interfere with or prevent access to the
KPMG Spark Services. KPMG is not in any way responsible for any such interference or
prevention of Your access or use of the KPMG Spark Services.
7.3.5 It is Your sole responsibility to determine that the Services meet the needs of Your business and are
suitable for the purposes for which they are used.
7.3.6 You remain solely responsible for complying with all applicable tax and other laws. It is Your
responsibility to check that storage of and access to Your Data via the KPMG Spark
Services and the Website will comply with laws applicable to You (including any laws requiring You to retain records).
7.3.7 You shall be responsible for compliance with all applicable laws and regulations applicable to any
use of or access to the KPMG Spark Services outside of the U.S. The
KPMG Spark Services shall not be accessed from, and none of the underlying information
or technology may be transferred or otherwise exported to, countries as to which the U.S. maintains an
embargo or any party on the U.S. Department of Treasury’s List of Specially Designated Nationals or
the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that You
are not located in, under the control of, or a national or resident of any such country or party, and
that neither the KPMG Spark Services nor any information acquired through the use of
the KPMG Spark Services, is or will be used for nuclear activities, chemical or
biological weapons, or missile projects.
7.4 Consumer guarantees: You warrant and represent that You are acquiring the right to access and use
the KPMG Spark Services for the purposes of a business and that, to the maximum extent
permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers
in any jurisdiction does not apply to the supply of the KPMG Spark Services, the Website,
or the Terms.
7.5 Warranty Disclaimer: THE KPMG Spark SERVICES PROVIDED BY KPMG TO YOU ARE
PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF
ANY KIND. KPMG HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS,
WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY,
RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE.
KPMG DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE
LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
7.6 Electronic Communications: KPMG and You may communicate with one another by electronic mail or
otherwise transmit documents in electronic form during the course of accessing or using the
KPMG Spark Services. Each party accepts the inherent risks of these forms of communication
(including the security risks of interception of or unauthorized access to such communications, the risks of
corruption of such communications and the risks of viruses or other harmful devices). You agree that the final
hardcopy or electronic version of a document, or other written communication that KPMG transmits to You shall
supersede any previous versions transmitted by KPMG to You. By continuing to use the
KPMG Spark Services, you consent to receive text messages sent by an automatic telephone
dialing system. Consent to these terms is not a condition of purchase.
8. LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, KPMG EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER
PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY
WITH RESPECT TO THE KPMG Spark SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION,
DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE
KPMG Spark SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF
LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF
THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, KPMG’s LIABILITY
WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY
NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
8.2 IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST
KPMG WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE SUBSCRIPTION FEES
PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS. ; PROVIDED THAT IF YOU ARE A CPA OR CPA CLIENT, KPMG’S TOTAL
LIAIBLITY TO CPA AND/OR CPA CLIENT IN AGGREGATE FOR SUCH INCIDENTS SHALL NOT EXCEED THE SUBSCRIPTION FEES
ATTRIBUTABLE TO THE CPA CLIENT ACCOUNT(S) TO WHICH THE INCIDENTS RELATE IN THE PREVIOUS TWELVE (12) MONTHS.
ANY REFERENCE TO KPMG IN THIS SECTION ALSO INCLUDES THE KPMG
PARTIES AND ITS AND THEIR SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.
8.3 If You are not satisfied with the KPMG Spark Services, Your sole and exclusive remedy
is to terminate these Terms in accordance with Section 9 (Termination) below.
9.1 Payment policy: Billing will begin from the day Your billing details are added into the
KPMG Spark Services. KPMG will not provide any refund for any remaining prepaid period
for a prepaid Subscription Fee subscription.
9.2 Term; Renewal; No-fault termination: These Terms will continue for the period covered by the Subscription Fee.
At the end of each billing period these Terms will automatically continue for another period
of the same duration as that period, provided You (or your CPA, if applicable) continue to pay the prescribed Subscription Fee when due,
unless You (or your CPA or CPA Client, if applicable) terminate this agreement by giving notice to KPMG at least thirty (30) days in advance.
If this agreement is terminated in this manner on less than thirty (30) days before the end of your current billing period,
Subscription Fees will be charged on a pro-rata basis for the following month until termination
takes effect. KPMG may terminate this agreement at any time immediately upon notice to You (or your CPA, if applicable).
- 9.3 Breach or Insolvency:
9.3.1 If You: breach any of these Terms (including, without limitation, by non-payment of any Subscription
Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the
breach is capable of being remedied, OR breach any of these Terms and the breach is not capable of being
remedied (which includes (without limitation) any breach of any payment of Subscription Fees that are more
than thirty (30) days overdue), OR You or Your business become insolvent or Your business goes into
liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent,
or make any arrangement with Your creditors, or become subject to any similar insolvency event in any
jurisdiction, KPMG may take any or all of the following actions, at its sole discretion:
- Terminate Your use of the KPMG Spark Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the KPMG Spark Services and the Website;
- Suspend or terminate Your access to all or any Data;
- Take any of the actions above with respect to any or all other persons whom You have authorized to have access to Your information or Data.
9.4 For the avoidance of doubt, if payment of any invoice for Subscription Fees due in relation to any of Your
Billing Contacts, Billing Plans or any of Your Organizations (as defined above) is not made in full by the
relevant due date, KPMG may suspend or terminate Your use of the KPMG Spark Services, the
authority for all or any of Your Organizations to use the KPMG Spark Services, or Your
rights of access to all or any Data.
9.5 Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations
of the parties accrued up to and including the date of termination. On termination of this Agreement You shall:
- 9.5.1 remain liable for any accrued charges and amounts which become due for payment before or after termination;
- 9.5.2 remain obligated to refrain from any actions prohibited by the Terms that survive termination; and
- 9.5.3 immediately cease to use the KPMG Spark Services and the Website.
10. HELP DESK
10.1 Technical Problems: In the case of technical problems You must make all reasonable efforts to
investigate and diagnose problems before contacting KPMG. If You still need technical help, please check the
support provided on the Website or email us at email@example.com
10.2 Service availability: While KPMG intends that the KPMG Spark Services should
be available from 9:00am to 6:00pm MST during business days, it is possible that on occasions the Services
may be unavailable to permit maintenance or other development activity to take place. If for any reason
KPMG has to interrupt the KPMG Spark Services for longer periods than KPMG would normally
expect, KPMG will use reasonable endeavors to publish in advance details of such activity on the Website.
11. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
11.1 YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH
YOUR USE OF THE KPMG Spark SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE
RESOLVED IN ACCORDANCE WITH THE RULES FOR NON-ADMINISTERED ARBITRATION OF THE INTERNATIONAL INSTITUTE FOR
CONFLICT PREVENTION AND RESOLUTION (THE “IICPR”) BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE
IN RESOLVING INTELLECTUAL PROPERTY CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF
ARBITRATORS IN ACCORDANCE WITH SUCH RULES. ANY ISSUE CONCERNING THE EXTENT TO WHICH ANY DISPUTE IS SUBJECT TO
ARBITRATION, OR ANY DISPUTE CONCERNING THE APPLICABILITY, INTERPRETATION, OR ENFORCEABILITY OF THESE DISPUTE
RESOLUTION PROCEDURES, INCLUDING ANY CONTENTION THAT ALL OR PART OF THESE PROCEDURES IS INVALID OR
UNENFORCEABLE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT AND RESOLVED BY THE ARBITRATOR. BY OPERATION
OF THIS PROVISION, THE PARTIES AGREE TO FOREGO LITIGATION OVER SUCH DISPUTES IN ANY COURT OF COMPETENT
JURISDICTION. ARBITRATION SHALL TAKE PLACE IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE FEDERAL
ARBITRATION ACT, 9 U.S.C. §§ 1, ET SEQ. THE ARBITRATOR SHALL HAVE NO POWER TO AWARD NON-MONETARY OR
EQUITABLE RELIEF OF ANY SORT EXCEPT AS PROVIDED IN IICPR RULE 13 (INTERIM MEASURES OF PROTECTION).
DAMAGES THAT ARE INCONSISTENT WITH ANY APPLICABLE AGREEMENT BETWEEN THE PARTIES, THAT ARE PUNITIVE IN NATURE,
OR THAT ARE NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL DAMAGES SHALL BE UNAVAILABLE IN ARBITRATION OR ANY
OTHER FORUM. IN NO EVENT, EVEN IF ANY OTHER PORTION OF THESE PROVISIONS IS HELD TO BE INVALID OR
UNENFORCEABLE, SHALL THE ARBITRATOR HAVE THE POWER TO MAKE AN AWARD OR IMPOSE A REMEDY THAT COULD NOT BE
MADE OR IMPOSED BY A COURT DECIDING THE MATTER IN THE SAME JURISDICTION. JUDGMENT UPON THE AWARD RENDERED
BY SUCH ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING
OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE
RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION
ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE
AVAILABLE IN ARBITRATION. IN THE EVENT THAT KPMG PREVAILS IN ANY PROCEEDING, WHETHER BROUGHT BY YOU OR KPMG,
RECEIVE ITS COSTS, EXPERT WITNESS FEES AND REASONABLE ATTORNEY’S FEES, INCLUDING COSTS AND FEES ON APPEAL.
11.2 Neither You nor KPMG will participate in a class action or class-wide arbitration for any claims
covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS
REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS
ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims
brought in a private attorney general or representative capacity, or consolidated claims involving another
person’s account, if we are a party to the proceeding.
11.3 Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages,
remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of, related to or connected with the use of the Services
or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.
If the prohibition against class actions and other claims brought on behalf of third parties contained above
is found to be unenforceable, then all of the preceding language in this Arbitration Clause & Class Action
Waiver section will be null and void. This arbitration agreement will survive the termination of Your
relationship with us.
12. ADDITIONAL TERMS RELATING TO TAX SERVICES
This Section 12 shall apply only to Subscribers and Authorized Users who receive tax preparation services as
part of the KPMG Spark Services. Tax preparation services are not currently available to CPAs or CPA Clients.
12.1 The Internal Revenue Service imposes penalties upon taxpayers and preparers for failure to observe due care
in reporting for income tax returns. In order to insure an understanding of our mutual responsibilities,
we ask all clients for whom returns are prepared to confirm the following arrangements. KPMG will prepare
your federal and state income tax returns from information which you will furnish to us. We will not audit or
otherwise verify the data you submit, although it may be necessary to ask you for clarification of some of the information.
It is your responsibility to provide all information required for the preparation of complete and accurate returns.
You should retain all original documentation and send only copies of originals, canceled checks, and other
information for the basis of income and deductions. These may be necessary to prove the accuracy and completeness
of the returns to a taxing authority. You have the final responsibility for the income tax returns; therefore,
you should review them carefully before you sign them. The information you are supplying KPMG needs to be accurate,
and complete to the best of your knowledge, and needs to be supported by records as required by law. Our work in
connection with preparations of your income tax returns do not include any procedures designed to discover
defalcation, or other irregularities, should any exist. We will render accounting assistance as determined to
be necessary for preparation of income tax returns.
12.2 Notwithstanding anything to the contrary set forth herein, no provision in these Terms is or is intended
to be construed as a condition of confidentiality within the scope of the Internal Revenue Code of 1986
(the “IRC”) section 6011 as implemented through Treasury Regulation 1.6011-4(b)(3)(ii) (without regard to
references to payment or receipt of a minimum fee) or under any similar or analogous provisions of the
laws of a state or other jurisdiction. In particular, You may disclose to any and all persons, without
limitation of any kind, tax information KPMG provides to You, including all materials such as tax opinions,
memoranda, or other written tax advice that describes or otherwise relates to, either or both of the tax
treatment and tax structure of any transaction on which KPMG’s services are provided. You agree to use
commercially reasonable efforts to inform KPMG of any conditions of confidentiality imposed by third party
advisors with respect to any transaction on which KPMG’s services are requested. Such notification must
occur prior to KPMG providing any advice with respect to the transaction.
12.3 Treasury regulations under IRC section 6011 require taxpayers to disclose to the IRS their participation
in reportable transactions and IRC section 6707A imposes strict penalties for noncompliance with IRC section
6011. IRC section 6111 and the laws of various states require a material advisor with respect to a
reportable transaction to make a return containing specified information concerning the transaction to the
IRS or a designated state tax authority by a prescribed date, and IRC section 6707 imposes penalties for
noncompliance with IRC section 6111. IRC section 6112 and the laws of various states require the material
advisor to maintain, and make available to the IRS or designated state tax authority upon request, a list
containing prescribed information with respect to persons advised and other information with respect to
the reportable transaction, and IRC section 6708 imposes penalties for noncompliance with IRC section 6112.
You agree to use commercially reasonable efforts to inform KPMG if You are required to disclose any
transaction covered by the Services as a reportable transaction to the IRS or to any state or other
jurisdiction adopting similar or analogous provisions to IRC section 6011. KPMG will use commercially
reasonable efforts to inform You if KPMG provides Your identifying information to the IRS under IRC
section 6111 or 6112, or to any state tax authority or other jurisdiction adopting similar or analogous
12.4 Unless expressly provided for, KPMG’s services do not include representing You in the event of a
challenge by the IRS or other tax or revenue authorities.
12.5 In rendering tax advice, KPMG may consider, for example, the applicable provisions of the IRC, and the
Employee Retirement Income Security Act of 1974, each as amended, and the relevant state, local and
foreign statutes, the regulations thereunder, income tax treaties, and judicial and administrative
interpretations, thereof. These authorities are subject to change, retroactively or prospectively, and any
such changes could affect the validity of KPMG’s advice.
12.6 Tax Return Standards: We apply elevated standards in preparing tax returns and providing
tax advice. These standards are dependent on certain characteristics of the entity to which our services
will be directed as follows:
12.6.1 For U.S. public companies or “large private entities” (i.e., private entities with prior year gross
revenues of $300 million or more): We must be able to determine that (1) there is “substantial authority”
for an undisclosed return position (i.e., the weight of authorities in support of a position is substantial
in relation to the weight of authorities in opposition to the position) and (2) a disclosed return position
has at least a “realistic possibility” of being sustained on its merits. The laws of some states
(e.g., New York) also may impose more stringent return preparation standards for state tax returns. For
positions pertaining to a “Tax Shelter” (as defined in IRC §6662(d)(2)(C)(ii)) or a “reportable transaction”
with a significant purpose of tax avoidance, the return positions must be at least “more likely than not”
to be sustained on the merits; if the taxpayer is advised regarding potential taxpayer penalties,
ere must be “substantial authority” for our advice.
12.6.2 For “individuals or other private entities” (i.e., entities that do not fall within the definitions above as a
U.S. public company or large private entity): The return position must be at least “more likely than not”
to be sustained on the merits.
12.6.3 If a return position relates to a transaction that is a “principal purpose transaction,” we must
arrive at a “should” confidence level with respect to the position.
12.6.4 We will not render any advice with respect to a federal or state “listed transaction” or any
transaction that is substantially similar to a federal or state “listed transaction.”
In determining whether a return position or tax advice meets the appropriate standard, we will not take into
account the possibility that a tax return will not be audited, that an issue will not be raised on audit, or
that an issue will be settled. We will inform you as soon as possible if We determine circumstances exist that
prevent us from completing the tax return under these standards.
12.7 Electronic Filing: We will electronically file the returns and extensions we prepare for You that
are subject to tax authority mandates. The filing instructions that We provide to you will indicate the
returns and extensions that We have electronically filed on Your behalf, if any, and will provide
instructions and filing copies for your paper filing of the returns and extensions that were not
The KPMG electronic filing identification number (EFIN) will be included in certain e-filing documentation
we will provide to you for the returns e-filed using KPMG-licensed software. The KPMG EFIN is proprietary
to KPMG and You are not authorized to use the KPMG EFIN for any purpose. If You do not wish to have KPMG
electronically file Your returns, You must inform us in writing.
12.8 Written Advice: Written advice provided to you in connection with the KPMG Spark
Services will be based on facts, representations, assumptions, and other information you provide to us, the
completeness, accuracy and timeliness of which are critical factors in our ability to timely and accurately
complete the KPMG Spark Services. Unless you request and we agree under a separate
writing (a newly issued engagement letter) after our advice has been issued in final form to you, KPMG will
not update our advice to take into account your updating the facts you provide to us through your discovery
of new or additional facts, or your updating any information that may have formed the basis of any assumptions
we made in developing our advice. In rendering advice, we will consider tax authorities that are
subject to change, retroactively and/or prospectively, and any such changes could affect the advice
we issue to you.
13. ADDITIONAL TERMS FOR CPAs
13.1 Acknowledgement. You acknowledge and agree that You have requested that KPMG provide
professional services in the form of bookkeeping services on behalf of your CPA Client(s). These
Terms do not require KPMG to render, and KPMG will not render pursuant to these Terms, attest
advice or services to your CPA Client(s) and nothing in these Terms shall be construed as KPMG
offering attest advice or services to your CPA Client(s). KPMG is performing the bookkeeping
services at Your direction in connection with your provision of professional services to your CPA
Client(s). KPMG has not and will not independently assess or make any representations regarding
Your qualifications to perform, or performance of, the professional services required of you by your
CPA Client(s), and KPMG does not guarantee the accuracy of any advice or services provided by
You. For the avoidance of doubt, KPMG shall not be responsible for any accounting judgments
made by You, and will have no obligation or duty to identify or correct any errors attributable to You.
You represent and warrant that, to the extent you provide information of any CPA Client to KPMG
through the KPMG Spark Services or otherwise, you have the requisite permissions and authority
from the CPA Client, and are permitted by applicable laws, rules, regulations, and professional
standards, to do so.
13.2 Accounting Firm Revenue. You represent and warrant that the revenues earned by You in
connection with the KPMG Spark Services represent less than forty percent (40%) of your gross
revenues, measured on an annual basis. If you are a CPA, You hereby covenant and agree (a) to
notify KPMG if the revenues earned by You in connection with the KPMG Spark Services equals or
exceeds forty percent (40%) of your revenues, measured on an annual basis, (b) that You will
immediately cease to use the KPMG Spark Services and the Website and (c) that this agreement
shall automatically and immediately (without any required action by You or KPMG) terminate.
13.3 Use of KPMG Spark Services for Clients. You may use the KPMG Spark Services only for
purposes of managing the registration of CPA Clients and the provision of services to CPA Clients.
Use of the KPMG Spark Services by, or for the benefit of, any CPA Client(s) is subject to such CPA
Client’s acceptance of and compliance with the Terms of Service, as well as KPMG's client
acceptance policies and procedures. You represent and warrant that you have performed a
background check on all CPA Clients for which you intend to use the KPMG Spark Services and
they are not in bankruptcy proceedings or engaged in the following activities:
You agree to hold the KPMG Parties harmless and defend and indemnify the KPMG Parties from and against any claims,
causes of action, damages and liability of whatever kind or nature relating to Your client services or
your breach of this Section 13.
- cannabis, pornography or adult entertainment
- service providers to parties engaged in cannabis, pornography or adult entertainment
- individuals with felony convictions
- gambling and gaming
- sales of securities on-line
14. USE OF MEMBER FIRMS AND THIRD PARTIES
14.1 You acknowledge and agree that the KPMG Spark Services, including any applicable tax
advice, may be performed by a Member Firm located outside of the United States. You understands that each
Member Firm is a separate, distinct and independent legal entity and is not a partner, principal, agent or
affiliate of KPMG and KPMG is not a partner, principal, agent or affiliate of any other Member Firm.
14.2 You further acknowledge and agree that in connection with the performance of the
KPMG Spark Services, KPMG and Member Firms, in their discretion or at Your direction, may
utilize the services of third parties within and outside of the United States to complete the
KPMG Spark Services or analyze Your information.
14.3 You further acknowledge and agree that KPMG Parties may have access to confidential information from
offshore locations, and that KPMG uses third parties within and outside of the United States to provide at
KPMG’s direction administrative, clerical or analytical services to KPMG. These third parties may in the
performance of such services have access to Your confidential information. KPMG represents to You that with
respect to each Member Firm and third party, KPMG has technical, legal and/or other safeguards, measures and
controls in place to protect confidential information of You from unauthorized disclosure or use. KPMG shall
be responsible to You for their failure to comply.
14.4 Accordingly, Your agreement above extends to disclosure, ability to access, and use of Your confidential
information by the parties and for the purposes set forth in these Terms and this section 13.
14.5 Any services performed by a Member Firm or third party shall be performed in accordance with the Terms,
but KPMG shall remain responsible to You for the performance of the KPMG Spark Services.
You agree that any claim relating to the KPMG Spark Services may only be made against
KPMG and not any other Member Firm or third party engaged by KPMG as referred to above.
and any additional or amended terms and conditions applicable to the Services, constitute the entire
agreement between you and us with respect to the KPMG Spark Services, and supersede
all prior or contemporaneous communications and proposals (whether oral, written or electronic) between
You and us with respect to the Services.
15.2 Modification: KPMG reserves the right, in its sole discretion, to modify or replace any of
these Terms, or change, suspend, or discontinue the KPMG Spark Services (including
without limitation, the availability of any feature, database, or content) at any time by posting a notice
on the Website or by sending You notice through the KPMG Spark Services, via e-mail
or by another appropriate means of electronic communication. We may also impose limits on certain features
and services or restrict Your access to parts or all of the KPMG Spark Services without
notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to
check these Terms periodically for changes. Your continued use of the KPMG Spark Services
following notification of any changes to these Terms constitutes acceptance of those changes, which will
apply to Your continued use of the KPMG Spark Services going forward. Your use of
the KPMG Spark Services is subject to the Terms in effect at the time of such use.
15.3 Force majeure: KPMG shall not be liable for any failure to perform its obligations hereunder
where such failure results from any cause beyond our reasonable control, including, without limitation,
mechanical, electronic or communications failure or degradation.
15.4 Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense
(except as expressly permitted hereunder) Your license and/or right hereunder without KPMG’s written
consent. KPMG may assign, transfer or delegate any of its rights and obligations hereunder without consent.
15.5 Agency: No agency, partnership, joint venture, or employment relationship is created as a
result of these Terms.
15.6 No Waiver: Our failure to enforce any part of these Terms shall not constitute a waiver of our
right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance
does not mean that we will waive compliance in the future. In order for any waiver of compliance with these
Terms to be binding, we must provide You with written notice of such waiver through one of our authorized
15.7 Heading: The section and paragraph headings in these Terms are for convenience only and
shall not affect their interpretation.
15.8 Governing law and jurisdiction: These Terms shall be governed by construed in accordance with the
laws of the State of New York, including its conflict of law rules, and the laws of the United States.
Subject to the provisions of Section 11 above, You agree that any dispute arising from or relating to the
subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and
federal courts in the state of New York.
15.9 Severability: If any provision of these Terms is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise
remain in full force and effect and enforceable. The failure of either party to exercise in any respect any
right provided for herein shall not be deemed a waiver of any further rights hereunder.
15.10 Notices: Any notice given under these Terms by either party to the other must be in writing by
email and will be deemed to have been given on transmission. Notices to KPMG must be sent to
firstname.lastname@example.org or to any other email
address notified by email to You by KPMG. Notices to You will be sent to the email address which You
provided when setting up Your access to the KPMG Spark Services.
15.11 Accountancy Act: For engagements where services will be provided by KPMG through offices located
in California, You acknowledge that certain of KPMG's personnel who may be considered "owners" under the
California Accountancy Act and implementing regulations (California Business and Professions Code
section 5079(a); 16 Cal. Code Regs. sections 51 and 51.1) and who may provide services in connection with
this engagement, may not be licensed as certified public accountants under the laws of any of the various states.
Last updated 10/15/2019
By clicking “Agree” and/or accessing or using the KPMG Spark Services, you acknowledge that you have read and agree
to be bound by these Terms of Service.
YOUR USE OF THE KPMG SPARK SERVICES CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE.
IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT USE THE KPMG SPARK SERVICES.