The rules, guidelines, and agreements governing your use of Numberly's financial diagnostics and fractional CFO services.
These terms and conditions contain important information regarding your relationship with Numberly Inc.
In these terms and conditions the following terms, provided that they start with a capital letter, are defined as:
Every use of and access to Numberly services is subject to these Terms and Conditions. The Client accepts the applicability of these Terms. The Supplier reserves the right to amend these Terms at any moment, and the latest version is accessible via our website at all times.
Numberly services are designed to help business owners plan and manage their growth, uncover margin leaks, make informed cash flow decisions, and communicate with stakeholders. Numberly utilizes a semi automated system in tandem with expert human review. Reports and generated remarks may be created based on information provided by the Client. These remarks serve as non binding, strategic information.
The Client is responsible for their use of Numberly services and all subsequent business decisions based on our models. Reports and comments do not serve as formal investment or legal advice.
By making these services available, the Supplier does not provide assurance under any formal accounting compliance standards. The Supplier does not warrant the realization of any scenario or financial prospect the Client may hope for as a consequence of using our services.
To the extent permitted by applicable law, the Client indemnifies the Supplier against any claims from third parties arising from the use of or reliance on a Report after the Report has been made public to that third party by the Client.
The Supplier is not obligated to check the accuracy and completeness of the raw information used as input by the Client (such as uncategorized raw ledger data) and is not liable for the consequences of the use of inaccurate or incomplete information provided by the Client.
The Supplier will make commercially reasonable efforts to ensure the suitable functioning of all digital models and tools. However, the Supplier does not warrant or guarantee that software components will function without flaws, failures, or disruptions. The Supplier reserves the right to modify technical characteristics at any time to improve functionality or comply with regulations. The Supplier is not bound to create backup copies of the saved information created by the Client during independent use of our software tools.
Without the prior written consent of the Supplier, the Client is not entitled to reverse engineer, decompile, disassemble, or work around technical limitations of the Numberly software models. The Client guarantees that it and its End Users shall not introduce computer viruses, misuse provided credentials, infringe upon any IPR, or publish information provided by the Supplier outside of internal business purposes without explicit written consent.
The fees for Numberly services can be found on our website, unless customized pricing has been formally agreed between the Parties. Fees are depicted in USD and are exclusive of value added tax. The Client is obliged to pay the relevant fees before the Supplier commences the diagnostic or ongoing services.
For project based deliverables, 50% of the total agreed fees shall be paid on digital delivery of the initial review, and the final 50% shall be paid upon delivery of the finalized plan. Standard payment terms are 7 days. We utilize secure payment providers to facilitate all transactions.
Numberly offers a Happiness Guarantee. If the Client is dissatisfied with the quality of the strategic work provided, they may request a refund, subject to Numberly being given the opportunity to remedy the cause of the dissatisfaction first and allowed reasonable time to do so. Beyond the terms of this guarantee, and given the intellectual and time intensive nature of our diagnostics and models, standard refunds are not offered.
Upon acceptance of these Terms, the Client is granted a non exclusive, non transferable right to use the provided models and software for their internal organization. The Supplier exclusively owns all underlying IPR. The Client shall not apply for, register, or seek to obtain any intellectual property rights in relation to Numberly systems, and will promptly inform the Supplier about any attack on the validity or infringement of our IPR.
Both Parties undertake that they will not at any time disclose or use for any purpose detrimental to the other Party any confidential information concerning the business, affairs, or financial models of the other, except to the extent required by law, to their professional advisers under a duty of confidentiality, or if the information becomes public knowledge through no improper disclosure.
As a consequence of the use of Numberly services, the Supplier will process Personal Data on behalf of the Client. The Client acts as the Controller and the Supplier as the Processor. The Supplier shall keep the Personal Data secret and oblige any person acting under its authority to do the same.
The Supplier will take appropriate measures to protect the Personal Data against loss or unlawful processing, ensuring an appropriate level of security. In the event of a data breach, the Supplier will notify the Controller without undue delay after discovery.
The total liability of the Supplier due to an attributable failure in the performance of these Terms on any legal basis whatsoever shall be limited to compensation for direct loss up to a maximum of the fees paid by the Client to the Supplier in the twelve months prior to the failure. Liability for indirect loss, consequential loss, loss of profits, lost savings, or loss due to business interruption is explicitly excluded.
Neither Party shall be obligated to fulfill any obligation if prevented from doing so by force majeure. This includes issues with third party suppliers, government measures, power failures, data network failures, or general transport problems.
The Agreement starts the moment the Client accepts these Terms. Either Party may terminate the Agreement with immediate effect in the event of bankruptcy, suspension of payments, insolvency, or if a Party fails to perform any material obligation after having received notice of such default and failing to cure it within three months.
The Client is responsible for exporting or copying any necessary information provided to the Supplier or generated by our models prior to the formal termination of the Agreement.
All legal relations between the Parties will be governed exclusively by US law. All legal disputes between the Parties will be settled by the competent court in Delaware.