Terms of Service

INTUIT TERMS OF SERVICE QUICKBOOKS ONLINE SERVICE

Thank you for selecting the Services offered by Intuit Limited. and/or its subsidiaries and affiliates (referred to as "Intuit", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.

Section A

GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of the Intuit Services. It includes by reference:

  • Intuit's Privacy Statement
  • Additional terms and conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

 

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

  • You can form a binding contract with Intuit;
  • You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, or any other applicable jurisdiction; and
  • You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.
  • Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
  • Decompile, disassemble, or reverse engineer the Services.
  • Make the Services available on any file-sharing or application hosting service.

3. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless Intuit or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

  1. Payments will be billed to you in Euros, U.S. dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT, GST and SST), as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
  2. You must pay with one of the following:
  3. A valid credit card acceptable to Intuit;
  4. A valid debit card acceptable to Intuit;
  5. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
  6. or
  7. By another payment option Intuit provides to you in writing.
  8. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
  9. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
  10. Intuit will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.
  11. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: 

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  2. ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

5. DATA PROCESSING AND PRIVACY

Data Processing and Privacy. (a) Intuit is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that Intuit will process your personal information as described in our Privacy Statement when you use our Services.

6. CONTENT AND USE OF THE SERVICES

6.1 Responsibility for Content and Use of the Services.

  1. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Intuit a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for any of your Content that you submit through the Services.
  2. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
  3. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law;
  4. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
  5. Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
  6. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
  7. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

6.2 Restricted Use of the Services.

  1. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Intuit or could subject Intuit to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Intuit’s opinion, is prohibited under this Agreement; (v) any other activity that places Intuit in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Intuit system or network or to breach Intuit’s security or authentication measures, whether by passive or intrusive techniques. Intuit reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Intuit does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Intuit is not responsible.

6.4 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

6.5 Intuit may monitor Content. Intuit may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 Intuit does not give professional advice. Unless specifically included with the Services, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit Services. You may be offered other services, products, or promotions by Intuit ("Intuit Services"). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.

7.3 Communications. Intuit may be required by law to send you communications about the Services or third party products. You agree that Intuit may send these communications to you via email or by posting them on our websites

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Intuit if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES. We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

11. TERMINATION. Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Intuit policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Intuit’s interests or those of another user of the Services. Upon Intuit notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT AND TRADE RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of the United States, England, Wales, or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the United Kingdom HM Treasury Financial Sanctions List, or are subject to any other similar prohibition. You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW AND JURISDICTION.  This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Intuit’s or its Suppliers’ intellectual property rights may cause Intuit irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Intuit shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Intuit’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Intuit arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

Intuit does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Intuit prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

14. LANGUAGE.  Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.  

15. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: transfer_license@intuit.com.

April 2019

Section B

ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.

QuickBooks Online Supplemental Agreement and Terms of Service

Thank you for selecting QuickBooks Online (“QB Online Service”). This licence agreement in addition to the Intuit Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and Intuit Inc. and/or its subsidiaries and affiliates (“Intuit,” “we”, “our” or “us”).

By selecting “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person selecting “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to Intuit that he/she has full power and authority to enter into this Agreement on your behalf.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not select “ACCEPT,” and may not access or otherwise use the QB Online Services.

1. SERVICES. Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:

1.1. QuickBooks Online. QuickBooks Online (“QBO”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “QBO Account”). Each QBO Account may only be used to support one business.

1.2. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

2. SUBSCRIPTIONS AND USERS

The QB Online Service is licenced on a monthly or yearly subscription basis, as selected by you or your agent as the user.

Additional Payment Terms.

Users outside the United Kingdom and European Economic Area: Under this Agreement, the payment processing services for goods and/or services purchased on this website are provided by Intuit Limited on behalf of Intuit Singapore Pte. Ltd. or by Intuit Singapore Pte. Ltd. until April 30, 2019 and solely by Intuit Limited on and after May 1, 2019, depending on the type of payment method used for the purchase of the goods and/or services.

Users outside the United Kingdom and European Economic Area: In the event you choose to pay with credit card and the payment will be processed via a European Acquirer, these terms are an agreement between you and Intuit Limited. For any other type of purchases, these terms are an agreement between you and Intuit Singapore Pte Ltd. until April 30, 2019; and Intuit Limited on or after May 1, 2019. Goods and/or services will be delivered by Intuit Singapore Pte Ltd. through April 30, 2019; and by Intuit Limited on and after May 1, 2019.

3. TRIAL VERSION AND BETA FEATURES

If you registered for a trial use of the QB Online Service ("Trial Period"), you must decide to purchase a license to the QB Online Service, at the current rate, within the Trial Period in order to retain any Content that you have entered through the QB Online Services, created within the data file, posted or uploaded during the Trial Period. If you do not purchase a license to the QB Online Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the QB Online Service during the trial period, if you decide not to purchase the license to the full version of the QB Online Service, you will not be able to access or retrieve any of the data you added or created with the Services during the trial.

From time to time, Intuit may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the QB Online Service for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Intuit is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

4.  PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that in order to provide you with access to and use of the QB Online Services, Intuit may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Intuit to effectuate such replacement. Any other person You identified as an authorized user of the QB Online Services will have access to the account data subject to the access permissions you or the system administrator assigned to them. 

5. PERSONAL INFORMATION.

5.1 The terms "Controller," "Processor," "data subject," "personal data (also referred to as Personal Information in the Agreement)" and "processing" (and "process") shall have the meanings given in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).

5.2 GDPR. Sections 5.3 to 5.5 apply as follows:

(a) if you are established in the European Economic Area, then Sections 5.3 to 5.5 will apply;

(b) if you are established outside the European Economic Area but are subject to the GDPR due to your processing of the Shared Data (as defined in Section 5.3), then Sections 5.3 to 5.5 will apply but only regarding the Shared Data that makes you subject to the GDPR;

(c) if you are established outside the European Economic Area and are not subject to the GDPR, then Sections 5.3 to 5.5 will not apply.

5.3 Shared Data. "Shared Data" means personal data about anyone that is provided by you to us under this Agreement, but excluding personal data about you if you have entered into this Agreement as an individual. Regarding the Shared Data:

(a) it is the intention of you and us to be independent controllers of the Shared Data;

(b) you will comply with your obligations under data protection laws, including the General Data Protection Regulation;

(c) we will comply with our obligations under data protection laws, including the Data Protection Act 2018.

5.4 Standard Contractual Clauses. The Standard Contractual Clauses in Annex 1 are part of this Agreement with you as the "data exporter" and us as the "data importer". If conflict occurs between the Standard Contractual Clauses and other provisions in this Agreement, the Standard Contractual Clauses will prevail.

5.5 Provision of Shared Data. You will ensure that both these conditions are satisfied before each transfer of Shared Data by you to us: (a) you have obtained the Shared Data in accordance with your obligations under data protection laws, including the General Data Protection Regulation;

(b) the transfer to us complies with your obligations under data protection laws, including the General Data Protection Regulation.

5.6 Public Content.

As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other Intuit customers, and other third parties.  When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not Intuit, for information and guidance purposes only, and Intuit and such User are not responsible in any way for your use the Account Content.

5.7 Telephone numbers.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Intuit may use your telephone number for "multi-factor authentication” (“MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Intuit sending text messages containing security codes to your telephone number. You agree to receive these texts from Intuit containing security codes as part of the MFA process. In addition, you agree that Intuit may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, Intuit may use your telephone number to contact you about special offers or other Intuit or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Intuit (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).

6.  ACCESS TO YOUR FINANCIAL INSTITUTION SERVICES DATA.

6.1. General. In connection with your use of the QB Online Service and as part of the functionality of certain versions of the QB Online Services, you may wish to have access to your online account(s) and financial information, including your account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information used to access your financial institution(s) (collectively, your “FI Login Data”) and the data made available by your financial institutions(s) with such data, which may include bank balances, transaction activity, credit card charges, debits and deposits, and any messages or notices between you and the financial institution(s) (“FI Account Data”). The QB Online Services are designed to allow you to access and download your FI Account Data through the QB Online Services, to allow Intuit to access your financial institution account(s) using your FI Login Data, to allow Intuit to download and use your FI Account Data, and to allow Intuit to aggregate and combine your FI Account Data with other data. If you lose or forget your user name or password, it will be necessary for you to return to the appropriate financial institution if you have any problems with respect to that user name or password.

You acknowledge and agree that except as set forth this Agreement, Intuit has no control over your FI Login Data and no control over the access to your FI Account Data, does not guarantee that you will be able to use the QB Online Service with your financial institution(s), and will have no liability whatsoever for any actions or inactions on the part of the financial institution(s) resulting in your inability to use the QB Online Service to access your accounts, obtain data, download transactions, or otherwise use or access your FI Account Data.

6.2  Collection of FI Login Data and FI Account Data. By agreeing to these terms and conditions, you:

6.2.1 acknowledge that in accessing your financial institution account(s) through the QB Online Service, your FI Login Data and FI Account Data may be collected, converted, stored in encrypted form and used by Intuit in the United States for the purpose of providing the QB Online Service;

6.2.2 authorize Intuit to (i) collect and store in encrypted form your FI Login Data, (ii) access the financial institution(s)’ websites using your FI Login Data, from time to time; (iii) download and store your FI Account Data; (iv) reformat and manipulate your FI Account Data; (v) create and provide hypertext links to your financial institution(s) FI Account Data; (vi) enhance the type of data and services we can provide to you in the future, and (vii) take such other actions as are reasonably necessary to perform the actions described in this Agreement as it relates to your use of the \ QB Online Service;

6.2.3 hereby represent that the financial institution(s)’ account(s) and FI Login Data belong to you, you have the right to use the FI Login Data and FI Account Data as set out above and that you have the authority to appoint, and hereby expressly do appoint, Intuit as your agent with all necessary power and authority to use your FI Login Data and to access and retrieve your FI Account Data, as described above, on your behalf;

6.2.4 acknowledge that Intuit does not review your FI Account Data and agree that Intuit is not responsible for its completeness or accuracy;

6.2.5 acknowledge that any transactions or informational activities performed at any financial institution(s)’ website are not made through the QB Online Service and Intuit assumes no responsibility for any such transactions or activities; and

6.2.6 acknowledge that you are solely responsible for any charges, fees or costs associated with your financial institution account(s) when accessed through the QB Online Service by you or by Intuit. 

6.3.  Information from Financial Institutions’ Websites. You acknowledge that (i) some financial institution(s) may not permit Intuit or other third parties to have access to FI Login Data or to allow the QB Online Service to access your FI Account Data; (ii) financial institution(s) may make changes to their websites, with or without notice to you or Intuit, that may affect the overall performance of the QB Online Service and prevent or delay aggregation of data from such websites; and (iii) the QB Online Service refreshes your QB Online Service account data by collecting the FI Account Data automatically or manually (depending on your financial institution(s) or any changes by you that may require an update), so your most recent transactions may not always be reflected in the account balances or other account information presented to you by Intuit through the QB Online Services. If you see a discrepancy in your QB Online Service account data as compared to your FI Account Data, and in any case before making any transactions or decisions based on such account data presented in the QB Online Services, you should check the last refresh date for your financial institution account(s) and confirm the accuracy of the QB Online Service account data against your FI Account Data and manually update such data as necessary.

7.  ONLINE DATA TRANSFER (NOT APPLICABLE TO VERSIONS THAT DO NOT INCLUDE ACCESS TO THE ONLINE DATA TRANSFER FEATURE).

You may have the option for Intuit to transfer your data files from the QB Online Service in order to facilitate certain interoperability, data integration, and data access between the QB Online Service and certain supported ancillary services (the “Ancillary Services”) you may sign up for and use in connection with the QB Online Service (the “Online Data Transfer”). In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the QB Online Service, (ii) have Internet access, (iii) have an active subscription to the QB Online Service; and (iv) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company data files will be transferred via the Internet to Intuit’s servers; where you grant Intuit the right and license to (i) host and maintain your data, (ii) use and transfer your data to the Ancillary Services and (iii) reformat and manipulate your data as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the QB Online Service. If you sign up for any Ancillary Services that support Online Data Transfer, you will have the option to request that Intuit send your data to any of those supported Ancillary Services. If a supported Ancillary Service is provided by a third party, you authorize Intuit to transfer your data to and from the third party provider to enable provision of the Ancillary Services to you. Intuit will support and maintain the data transfer service as part of the QB Online Service. You agree that the third party provider may transfer your data from the Ancillary Service to Intuit, and that, Intuit may use such data subject to the terms of this Agreement. You agree and acknowledge that Intuit has no control over any third party provider or any third party Ancillary Services. Your use of the Ancillary Service is subject to additional third party terms and conditions. Please carefully review their terms and conditions, including privacy policy. If you do not agree with their terms and policies, you should not use or access the third party Ancillary Service and you should not authorize the Online Data Transfer to the third party Ancillary Service.

8.  QB ONLINE SERVICE USE, STORAGE AND ACCESS. Intuit shall have the right, in its sole discretion and with reasonable notice posted on the QB Online Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the QB Online Service and establish or change limits concerning use of the QB Online Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the QB Online Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the QB Online Service in a given period of time. Intuit reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the QB Online Service to which such changes relate. Your continued use of the QB Online Service will constitute your acceptance of and agreement to such changes. Intuit may, from time to time, perform maintenance upon the QB Online Service resulting in interrupted service, delays or errors in the QB Online Service. Intuit will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

9.   CANCELLATION. Upon cancellation you will be able to access the QB Online Service only through the end of the subscription term, as specified in the product or product program pages. After the subscription term ends, you will not have any access to the QB Online Service. There are no refunds upon cancellation. Please follow product instructions to cancel your account.

10. SOCIAL MEDIA SITES. Intuit may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among anyone who has registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

11. THIRD PARTY PRODUCTS AND SERVICES. Intuit may tell you about third party products or services, including via the Service. Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit (“Third Party Products”) and/or provide access or links to third party websites ("Third Party Sites"). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies.  . Intuit is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with Intuit in any way. You agree that the third parties, and not Intuit, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. Intuit will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.

You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of Intuit or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.

12. ACCOUNT INFORMATION SERVICES

12.1            Users of the QBO Services may opt to use Account Information Services to automatically import transaction and other information ("transaction information") into the relevant QBO Account as an alternative to you manually entering this transaction information.

12.2            The Account Information Services described in this section 12 are provided to you by:

12.2.1            If you are accessing or using Account Information Services from a member state of the European Economic Area: Intuit France SAS, a joint-stock company (“société par actions simplifiée”), whose registered office is located at 7 rue de la Paix 75002 Paris and which is registered under number 802 640 292 at the Paris Trade and Companies. Intuit France SAS is authorized as an account information services provider (REGAFI identifier 88940, bank code 17388) by the Prudential Supervision and Resolution Authority (ACPR) of the Banque de France (French Central Bank). Intuit France SAS is included on the list of institutions authorized to carry out their activities in France, as published on the dedicated website of the ACPR: www.regafi.fr. The ACPR's head office is located at 4 Place de Budapest – 75436 Paris.

12.2.2            If you are accessing or using Account Information Services from anywhere outside of the European Economic Area: Intuit Limited, whose registered office is located at Cardinal Place, 80 Victoria Street, London, SW1E 5JL, England. Intuit Limited is registered with the Financial Conduct Authority under the Payment Service Regulations 2017 for the provision of Account Information Services.

12.2            The Account Information Services as described in section 11.3 below are provided to you by Intuit Limited, 1 Cathedral Piazza, London, SW1E 5BP, United Kingdom. Intuit Limited is registered with the Financial Conduct Authority under the Payment Service Regulations

12.3            Account Information Services allows you to connect certain bank or other payment accounts you hold (“account") with your QBO Account to automatically import transaction information from that account. You can choose whether to connect with your bank account using the direct feed option or the web feed option.

(a)            For the direct feed option, you will be required to complete either a customer authority form or follow your bank’s authentication process which instructs your bank (or other financial institution) to share transaction information with Intuit Limited. Your bank (or other financial institution) may request that you authorise this by completing its own authority as well or instead. Once authorised, your bank will provide Intuit Limited with transaction information. You hereby acknowledge that Intuit Limited will receive this information more than four times a day. 

(b)            For the web feed option we will request your online banking security credentials. Once we connect to your bank, our product downloads your transaction information automatically and securely. Each time you sign-in to your QBO Account, we will use your stored online banking credentials to connect to your bank and download your transaction information so that you have the latest information. You may be required to submit additional credentials, such as from multi-factor authentication devices.

We will process the transaction information obtained from your bank and present this to you via your QBO Account and, where relevant, any Additional Users that have been granted access to your QBO Account in accordance with clause 19 or, if you have granted your accountant access to your QBO Account via QBOA, your accountant or financial advisor.

12.4     In addition to the services described in section 12.3:

12.4.1     if section 12.2.1 applies and Intuit France SAS is your account information services provider: Intuit France SAS may engage with Intuit Limited to procure data from one or more accounts, for example if the account or account provider is in the UK. In such circumstances, you consent to Intuit France SAS engaging Intuit Limited to interact with Intuit France SAS and financial institutions in this way and to Intuit Limited receiving, holding, retrieving and processing your data and transferring it to Intuit France SAS so that Intuit France SAS may provide you with Account Information Services. In this situation, only Intuit France SAS is responsible for or provides Account Information Services to you and only Intuit France SAS has a customer relationship with you; and

12.4.2     if section 12.2.2 applies and Intuit Limited is your account information services provider: Intuit Limited may engage with Intuit France SAS to procure data from one or more accounts, for example if the account or account provider is in the European Economic Area. In such circumstances, you consent to Intuit Limited engaging Intuit France SAS to interact with Intuit Limited and financial institutions in this way and to Intuit France SAS receiving, holding, retrieving and processing your data and transferring it to Intuit Limited so that Intuit Limited may provide you with Account Information Services. In this situation, only Intuit Limited is responsible for or provides Account Information Services to you and only Intuit Limited has a customer relationship with you.

12.5            If you have a complaint relating to the Account Information Services you can contact us by telephone on 0808 234 5337

12.5            If your complaint relates to Account Information Services and we do not resolve it to your satisfaction, you may be able to refer it to the UK Financial Ombudsman Service. You can contact the UK Financial Ombudsman by telephone on: from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500 on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; by post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by email: complaint.info@financial-ombudsman.org.uk. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service.

12.6         If your complaint relates to Account Information Services:

12.6.1            If section 12.2.1 applies and Intuit France SAS is your account information services provider: if we do not resolve your complaint to your satisfaction, or if we do not respond within two (2) months from the date of acknowledgement of receipt of your complaint, you may be able to contact a mediator. All the information needed to initiate mediation can be viewed on the following webpage: http://www.economie.gouv.fr/mediation-conso.

12.6.2            If section 12.2.2 applies and Intuit Limited is your account information services provider: if we do not resolve your complaint to your satisfaction, you may be able to refer it to the UK Financial Ombudsman Service. You can contact the UK Financial Ombudsman by telephone on: from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500; by post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by email: complaint.info@financial-ombudsman.org.uk. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service. You can obtain further information regarding the Financial Ombudsman Service at https://www.financial-ombudsman.org.uk/.

12.7            Intuit can, at its own discretion, block your account in case of any risk or event that can affect the security of your credentials or of your account content, it being specified that you will be informed as soon as possible in case such action has been taken.

12.8            Please see Intuit's Privacy Statement for more information on how your data is handled, including in the context of Account Information Services.

12.9            The Agreement related to the provision of Account Information Services is entered into for an indefinite period of time. It shall enter into force as from the time you agree to it.

In the event of any conflict with any other provision of this Agreement, the provisions of this Section 12 shall prevail as regards the provision of the regulated activity of Account Information Services.

13. APPLE REQUIREMENTS.

If you downloaded the Software from the Mac App Store, the following terms also apply to you:

i. Acknowledgement: You acknowledge that this Agreement is between you and Intuit only, and not with Apple, and Intuit, not Apple, is solely responsible for the Software and the content thereof.

ii. Scope of License: The license granted to you for the Software is a limited, non-transferable license to use the Software on Mac product that you own or control and as permitted by the Usage Rules set forth in the terms of service applicable to the Mac App Store.

iii. Maintenance and Support: Intuit and not Apple is solely responsible for providing any maintenance and support services, for which additional fees may apply, with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.

iv. Warranty: Intuit is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Intuit’s sole responsibility.

v. Product Claims: Intuit, not Apple, is responsible for addressing any user or third party claims relating to the Software or the user’s possession and/or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

vi. Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, Intuit, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

vii. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

viii. Developer Contact Info: Direct any questions, complaints or claims to: Intuit Inc, 2632 Marine Way, Mountain View, CA 94043

ix. Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the Software.

x. Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.

14. COUNTRY SPECIFIC TERMS

In the event of a conflict between the terms of general Terms of Service and the Country Specific Terms, the Country Specific Terms shall apply: Notwithstanding any to the contrary above, if you are accessing or using the Services in the following countries, you also agree to the following:

AUSTRALIA

The parties acknowledge and agree that this Agreement is only between You and Intuit Australia Pty Limited.

Limitation of Liability. FOR THE AVOIDANCE OF DOUBT, INTUIT DOES NOT EXCLUDE LIABILITY ARISING UNDER THE COMPETITION AND CONSUMER ACT 2010 (CTH) OF AUSTRALIA.

Governing Law and Arbitration. The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of New South Wales, Australia. All disputes, controversies or claims in connection with this Agreement or breach thereof, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (“ICC Rules”) by one arbitrator mutually agreed to by the Parties and appointed in accordance with the ICC Rules. The place of arbitration shall be in Sydney, Australia, and all proceedings, including required notices and requests to the Parties shall be in conducted in the English language. Each Party may select its own counsel, including foreign counsel to participate on its behalf. The Parties may engage in reasonable discovery subject to the ICC Rules and any additional discovery requirements mutually agreed to by the Parties. The award by the arbitrator shall be final and binding on the Parties, and each Party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Each Party will be responsible for its own costs of arbitration.

MALAYSIA

Consumer Protection Act 1999 (“CPA”). Notwithstanding governing law of this Agreement being that of the Laws of England and Wales, such choice of law will not deprive a business or consumer in Malaysia of the mandatory protection afforded to them by the Malaysian Consumer Protection Act 1999 (“CPA”).

NEW ZEALAND

Affiliate Definition. An “Affiliate” means a Related Company as defined in section 2(3) of the Companies Act 1993 (read as if the expression "company" in that subsection included any body corporate of any jurisdiction).

New Zealand Consumer Guarantees Act 1993. The New Zealand Consumer Guarantees Act 1993 does not apply.

Contracts (Privity) Act 1982. For the purposes of the Contracts (Privity) Act 1982, Intuit’s affiliates and subsidiaries are third party beneficiaries and shall be entitled to enforce the terms of this Agreement against you but any changes may be made to this Agreement by Intuit without their consent.

December 2020

ANNEX 1 – STANDARD CONTRACTUAL CLAUSES

Data transfer agreement

Definitions

For the purposes of the clauses:

(a) “personal data,” “special categories of data/sensitive data,” “process/processing,”“controller,” “processor,” “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent Data Protection Authority in the territory in which the data exporter is established);

(b) “the data exporter” shall mean the controller who transfers the personal data;

(c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

(d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I.  Obligations of the data exporter

The data exporter warrants and undertakes that:

(a)    The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

(b)    It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

(c)    It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

(d)    It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e)    It will make available, upon request, a copy of the clauses to data subjects who are third-party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

 

II.  Obligations of the data importer

The data importer warrants and undertakes that:

 

(a) It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

(b) It will have in place procedures so that any third-party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data.

(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

(d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

(e) It will identify to the data exporter a contact point within its organization authorized to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

(f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

(h) It will process the personal data, in accordance with the data processing principles set forth in Annex A.

(i) It will not disclose or transfer the personal data to a third-party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i) the third-party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

(ii) the third-party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

(iii) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

(iv) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer.

III. Liability and third-party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e., damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third-party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

(b) The parties agree that a data subject shall have the right to enforce as a third-party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts). 

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b) In the event that:

(i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

(ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

(iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

(v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

(c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorized by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up-to-date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organizational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third-party, be provided with the personal data about them that an organization holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organizations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organization may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g., relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where personal data are processed for the purposes of direct marketing, effective procedures should exist allowing the data “opt-out” from having his/her personal data used for such purposes.

8. Automated decisions: For purposes hereof, “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

        (a) (i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and

       (ii) the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

        (b) where otherwise provided by the law of the data exporter

ANNEX B

DESCRIPTION OF THE TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects:

  • Customers (for example, where such persons are themselves private individuals or sole traders or sole proprietors, regardless of the need for this schedule to apply as a matter of applicable laws to such personal data);
  • employees of the Customer;
  • customers of the Customer;
  • employees or other representatives of customers of the Customer;
  • vendors of the Customer; and
  • other person in respect of whom personal data is transmitted by the Customer to Intuit in connection with this agreement, in each case, if any and to the extent that the relevant data is "personal data" for purposes of the General Data Protection Regulation.

Purposes of the transfer(s)

The transfer is made for the following purposes:

  • To enable the Services requested by the Customer in accordance with the applicable Terms of Service and Global Privacy Statement.

Categories of data

The personal data transferred concern the following categories of data:

Subject to the Services utilized by the Customer, the Customer shall determine the data transferred to Intuit. Please refer to the Intuit Privacy Statement for a list of categories of data that may be collected and processed.

Recipients

The personal data transferred may be disclosed only to the following recipient or categories of recipients:

  • the Financial Conduct Authority (FCA), Prudential Supervision and Resolution Authority (ACPR), European Banking Authority (EBA) and any other financial regulatory or supervisory authority
  • Her Majesty's Revenue and Customs (HMRC), the French Ministry of Economy and Finance, Internal Revenue Service (IRS) and any other tax authority;
  • the Information Commissioner’s Office (ICO), the Commission Nationale de l’Informatique et des Libertés (CNIL) and any other data protection authority;
  • any other public or enforcement authority in order to comply with a subpoena, court order, or other applicable law, regulation or legal process;
  • Intuit Inc. and its subsidiaries and affiliates;
  • entities providing mutual or related services to the customer, upon the customer's request and with their consent;
  • third-party service providers used by Intuit to enable it to provide its services to the Customer under this Agreement; and
  • as otherwise disclosed in the Intuit Privacy Statement.

Sensitive data (if appropriate)

The personal data transferred concern the following categories of sensitive data:

  • Biometric information

Data protection registration information of data exporter (where applicable)Biometric information

n/a

Additional useful information (storage limits and other relevant information)

Intuit’s Global Privacy Statement and Intuit’s Data Stewardship Principles provide additional information relating to Intuit’s privacy and data protection practices.

Contact Points for data protection enquiries

Data importer, Intuit Limited

Attention: Intuit Data Protection Administration

Cardinal Place, 80 Victoria Street, London, SW1E 5JL

United Kingdom,

privacy@intuit.com

Data exporter

As provided by the Customer and maintained in your account information.