Terms and Conditions

1.1 These Terms and Conditions (“Terms”) govern access to and use of the NuMetric platform and related products and services (the “Services”), operated by VIRIFI Technologies Ltd, a company incorporated in England and Wales, trading as NuMetric Accounting Technology (“NuMetric,” “we,” “us,” “our”).

1.2 By creating an account or using the Services, you agree to be bound by these Terms, the Privacy Policy, and the Service Level Agreement (SLA) – Appendix B (together, the “Agreement”).

1.3 If you use the Services on behalf of an entity, you represent that you are authorised to bind that entity. References to “you” or “Customer” include that entity.

1.4 If you do not agree, do not access or use the Services.

1.5 If a separately executed SaaS Subscription Agreement exists, it prevails over these Terms in case of conflict; otherwise these Terms govern, with the Privacy Policy and SLA incorporated by reference.

1.6 Governing Documents for Service Modules.

Your use of any Service Module—including but not limited to NuMetric.work, Now8 E- commerce, Now8 POS, Now8 Online Booking, delivery integrations, payment gateway integrations, and any associated APIs, extensions, or add-ons—is subject to the applicable Governing Documents (as defined in Section 2). These Governing Documents include NuMetric’s policies, technical requirements, operational rules, and module-specific terms published by NuMetric from time to time, and are incorporated into this Agreement by reference.

In the event of any inconsistency between a Governing Document and these Terms, these Terms shall prevail unless NuMetric expressly states otherwise in writing.

3.1 Provide accurate, current information and keep it updated.

3.2 Credentials. Use individual logins; shared credentials are prohibited. You are responsible for all activity under your accounts and must promptly notify NuMetric of suspected unauthorised access.

3.3 Business accounts may include multiple Users with roles/permissions; the Account Owner is responsible for all Users’ actions.

3.4 You must be at least 18 years old.

3.5 Compliance with Local Regulations.

If you are a business or professional entity, you represent and warrant that your registration and ongoing use of the Services comply with all applicable laws and regulations in your jurisdiction, including but not limited to tax, accounting, financial reporting, data protection, e-invoicing, and industry-specific regulatory requirements. You are solely responsible for configuring your account to meet such regulatory requirements, and NuMetric has no liability for your failure to comply with these obligations.

4.1 Subscriptions. Services are provided on a subscription basis per the selected plan shown in your account or on our website.

4.2 Trials (optional). Trial access is provided “as-is.” Unless cancelled before the trial ends, the subscription converts to the selected paid plan. At the end of a trial, Section 7 (Data Portability & Exit) applies.

4.3 Billing. Subscriptions are billed in advance on a recurring basis until cancelled. You authorise NuMetric and payment partners to charge your payment method for fees, taxes, and renewals.

4.4 Non-Refundable. Payments are non-refundable unless required by law or expressly stated otherwise in writing.

4.5 Upgrades/Downgrades. Plan changes may alter fees and billing cycles and, unless otherwise agreed, take effect the next billing period.

4.6 Late Payment & Set-off. Amounts not received within 14 days of the due date may result in suspension until paid. Customer may not withhold or set off fees.

4.7 Annual Subscription Term.

All subscription plans for the Platform Services are annual by design and are billed in advance for a twelve (12) month term, unless expressly stated otherwise in writing. Monthly or prorated subscriptions are not offered. Each renewal constitutes a new annual term and must be paid in full prior to activation or continuation of the Services.

4.8 SMS Package Expiry and Non-Carryover.

Certain Platform Services include an SMS package for verification, notifications, and system communications. All SMS allocations expire at the end of the subscription term and do not carry over to the next renewal period, regardless of remaining balance. Unused SMS credits are non-refundable. Additional SMS bundles may be purchased separately, subject to the applicable terms and pricing.

4.9 Taxes and Local Regulatory Compliance.

Taxes, including sales tax, VAT, or any similar transactional taxes, may apply depending on the Customer’s jurisdiction and NuMetric’s or the Master Distributor’s registration obligations under local law. In Jordan, sales tax applies only to certain Platform Services and only where required by applicable ISTD regulations. Customers are responsible for reviewing and complying with their tax obligations, including proper configuration of tax settings within the Platform Services.
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4.10 Price Changes. We may adjust pricing/plan structures on reasonable notice.
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5.1 Use the Services only for lawful purposes and in accordance with the Agreement.

5.2 Prohibited Actions include (non-exhaustive):
(a) unlawful, fraudulent, abusive, harassing, or infringing activity;
(b) reselling, sublicensing, time-sharing, or providing the Services to third parties without written consent;
(c) reverse engineering, decompiling, or accessing non-public Service areas;
(d) introducing malware or attempting to bypass security or access controls;
(e) high-volume automated requests, scraping, mining, framing, or mirroring without written permission (approved API use excepted);
(f) generating unsolicited messages;
(g) impersonation or unauthorised account access;
(h) using the Services to store or process prohibited data under applicable law.

5.3 We may take reasonable steps to enforce this Section, including suspension under Section 13.

8.1 Authorisation. The Account Owner may authorise third-party accountants, advisors, or service providers (“Representatives”) to access the account and Customer Data.

8.2 Responsibility. Customer is responsible for Representative actions and for obtaining all necessary consents.

8.3 Protective Measures. NuMetric may refuse, limit, or revoke Representative access if required to comply with law or to protect the Services or Customer Data.

8.4 No Ownership, Partnership, or Reseller Authority. Representatives are granted access solely for the purpose of providing professional services to the Customer and do not acquire any ownership, licensing, distribution, reseller, or partnership rights in relation to the Platform Services. Representatives may not market, resell, sublicense, distribute, white-label, rebrand, or otherwise commercially offer the Platform Services to any third party, nor may they represent themselves as an authorized partner, distributor, seller, or agent of NuMetric, the Master Distributor, or any related entity. Any such unauthorised representation or activity constitutes a material breach of these Terms and may result in immediate suspension of access under Section 13.

9.1 Each party will keep confidential and not disclose non-public information received from the other that is marked confidential or would reasonably be considered confidential, except to personnel/contractors under obligations of confidentiality or as required by law.

10.1 NuMetric IP. The Services (software, code, databases, UI, Documentation, logos, marks) are owned by NuMetric and its licensors and are protected by applicable IP laws.

10.2 Licence. Subject to the Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes during your active subscription.

10.3 Feedback. You grant NuMetric a perpetual, irrevocable, royalty-free licence to use feedback or suggestions you provide to improve the Services, without obligation or attribution.

10.4 Platform Integrity, Backend Access, and Prohibited Activities.

To protect the security, integrity, and proprietary nature of the Platform Services, you expressly agree that you shall not, and shall not permit any third party (including Representatives, Sub-Distributors, Resellers, or Insurance Companies) to:

(a) Reverse Engineering & APIs

reverse engineer, decompile, disassemble, decode, translate, attempt to derive source code, underlying logic, algorithms, architecture, or non-public APIs of the Platform Services, whether by technical, manual, or automated means;

(b) Copying UI/UX or System Design

copy, reproduce, duplicate, imitate, mirror, or create derivative works of any user interface, user experience, design element, workflow, screen layout, dashboard, or system structure of the Platform Services;

(c) Backend Access Prohibited

access, attempt to access, interfere with, or attempt to circumvent any backend systems, servers, databases, source code, development environments, or administrative tools that are not expressly made available to Customers;

(d) No Modification of System Logic

modify, alter, manipulate, interfere with, or attempt to change any part of the Platform Services, including system logic, infrastructure, configurations, data structures, integrations, or core behaviours, except through permitted in-app configuration options;

(e) AI Training Restriction

use the Platform Services, Customer Data, or any output derived from the Platform Services to train, improve, or develop artificial intelligence models, machine learning systems, neural networks, or data sets, whether proprietary or third-party;

(f) Interference & Circumvention

circumvent or attempt to bypass technical controls, authentication, access limits, rate limits, security measures, or usage restrictions built into the Platform Services.

Any violation of this Section constitutes a material breach of the Agreement and may result in immediate suspension or termination under Section 13.

11.1 Availability. We aim to provide high availability consistent with the SLA (Service Level Agreement)

11.2 Maintenance. We may perform maintenance, updates or improvements that can cause temporary interruptions; we will use reasonable efforts to provide prior notice for planned downtime.

11.3 Support Scope. Support covers product usage and troubleshooting; it does not include legal, tax, or accounting advice. Any templates or examples are illustrative.

11.4 Official Support Channels. NuMetric provides customer support exclusively through the following official channels:

(a) NuMetric Help Center: accessible at NuMetric.help, containing articles, documentation, tutorials, and troubleshooting guides;

(b) NuMetric Messenger Chat: the in-app messaging system available within the Platform Services for real-time assistance and ticket submission;

(c) Email Support: where applicable, through designated NuMetric support addresses published on the Help Center.

NuMetric does not provide support through unofficial channels, personal communication platforms, social media, or third-party service providers unless explicitly announced in writing.
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11.5 Support Hours. Unless otherwise specified in the applicable plan or Service Level Agreement (SLA), standard support is available Sunday through Thursday, 9:00 AM to 6:00 PM (GMT+3), excluding public holidays in the Customer’s or NuMetric’s operating jurisdictions. Support outside these hours may be provided on a best-effort basis but is not guaranteed.
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11.6 Incident Reporting & Severity Levels.

NuMetric classifies and responds to incidents based on the severity and impact on the Platform Services:

Response and resolution targets are provided in the SLA. Customers must report incidents promptly through NuMetric Messenger Chat or via the Help Center, including all necessary diagnostic details to enable investigation. Failure to cooperate or provide required details may delay resolution times.

12.1 The Services may interoperate with or link to third-party products or services (e.g., payment gateways, messaging, shipping). Your use of third-party services is governed by their terms and privacy policies.

12.2 Connectivity & Dependencies. Internet connectivity and third-party services (including hosting, networks, ISPs, cloud providers, payment gateways) may affect performance/availability. NuMetric is not liable for interruptions or incidents attributable to those providers.

12.3 Integrated Third-Party Providers.

The Platform Services may rely on, interoperate with, or provide optional connectivity to third-party systems and service providers, including without limitation:

12.4 No Liability for Third-Party Issues. To the maximum extent permitted by law, NuMetric is not liable for any loss, delay, interruption, error, charge, or dispute arising from or attributable to third-party providers, including without limitation:

(a) payment gateway disputes, chargebacks, settlement delays, merchant account reviews, payment holds, compliance checks, or rejected transactions;

(b) shipping or logistics delays, courier delivery failures, address verification issues, or carrier operational errors;

(c) SMS delivery failures, carrier delays, spam filtering, blocked routes, or regulations affecting message delivery;

(d) currency conversion fees, exchange rate variations, or costs imposed by financial institutions, payment gateways, or card issuers;

(e) network outages, hosting interruptions, or internet connectivity issues caused by external service providers.

14.1 By Customer. You will defend, indemnify, and hold harmless NuMetric, its affiliates and personnel from and against claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from:

(a) your misuse of the Services;
(b) your violation of law or third-party rights;
(c) Customer Data (including alleged infringement or unlawful content);
(d) acts or omissions of your Users or Representatives.

(e) Data Breaches Caused by Customer.

any security incident or data breach arising from Customer’s actions, omissions, negligence, misconfiguration, insecure credential management, unauthorised integrations, or failure to follow NuMetric’s security guidelines;

(f) Tax Misconfiguration & Misreporting.

any errors, omissions, or inaccuracies in tax reporting, invoicing, or financial filings resulting from Customer’s configuration choices, account settings, workflows, data entry, or failure to apply correct tax rules, rates, or regulatory parameters;

(g) E-Invoicing and Regulatory Violations.
any violation of mandatory e-invoicing regulations, audit rules, record-keeping obligations, or compliance standards (including without limitation ISTD, ZATCA, or similar regimes) caused by Customer’s use, misuse, or misconfiguration of the Platform Services.

14.2 Conditions. We will provide prompt notice, reasonably cooperate (at your expense), and permit you to control the defence/settlement (no admission or settlement binding us without our prior written consent).

15.1 The Services are provided “as is” and “as available.” We do not warrant that the Services will be uninterrupted, error-free, or meet your specific requirements.

15.2 To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

15.3 No Accounting, Tax, or Legal Advice. The Platform Services, including templates, tools, dashboards, reports, tax settings, and calculation features, are provided for general product functionality only and do not constitute accounting, tax, financial, audit, or legal advice. NuMetric does not guarantee the accuracy or appropriateness of any tax rules, tax rates, accounting treatments, financial classifications, or regulatory settings applied within your account. You are solely responsible for reviewing, configuring, and maintaining your tax settings, accounting workflows, and regulatory compliance in accordance with applicable laws.

16.1 Exclusion. To the maximum extent permitted by law, in no event will NuMetric be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or loss of profits, revenue, goodwill, or data, even if advised of the possibility.

16.2 Cap. NuMetric’s total aggregate liability arising out of or relating to the Agreement will not exceed the lesser of: (i) the fees paid by you to NuMetric for the Services in the 12 months preceding the event giving rise to the claim; or (ii) USD 10,000.

16.3 Carve-Outs. The above exclusions/caps do not limit liability that cannot be limited by law (e.g., fraud, wilful misconduct, death/personal injury caused by negligence).

You consent to receive notices and communications electronically and agree that click-through acceptances, electronic signatures, orders, invoices, and records satisfy any legal requirement for written form. Where you provide a mobile number, you consent to receive verification and security SMS related to the Services. Carrier charges may apply. You may manage preferences in your account.

You represent and warrant that you are not located in, organised under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and are not a restricted party under applicable export/sanctions laws. You will not use or permit use of the Services in violation of such laws.

19.1 Governing Law. These Terms are governed by the laws of England and Wales.

19.2 Good-Faith Negotiation. The parties will first attempt to resolve disputes through good-faith negotiations within 30 days of written notice.

19.3 Arbitration. If unresolved, disputes shall be finally resolved by binding arbitration under the LCIA Rules. Seat: London, England. Language: English.

19.4 Injunctive Relief. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorised use or disclosure of confidential information or IP.

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil disorder, labour disputes, utility or telecommunications failures, internet or hosting provider outages, acts of government or regulators, or changes in law. Payment obligations incurred prior to the event remain due.

21.1 Assignment. NuMetric may assign or transfer its rights or obligations under the Agreement. You may not assign without our prior written consent (not to be unreasonably withheld for a successor in interest).

21.2 Changes to Terms. We may modify these Terms from time to time. We will update the “Last updated” date and, where required by law, provide notice. Your continued use after changes constitutes acceptance.

21.3 Severability; Waiver. If any provision is held invalid, the remainder remains in effect. Failure to enforce a provision is not a waiver.

21.4 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous understandings on that subject.

21.5 Independent Contractors. The parties are independent contractors; no agency, partnership or joint venture is created.

VIRIFI Technologies Ltd (trading as NuMetric Accounting Technology)
Registered office: 20–22 Wenlock Rd, London N1 7GU, United Kingdom
Email: [email protected] | Phone: (+44) 203 289 8510