1. Introduction & Acceptance
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.
2. Definitions
“Account Owner” means the person or entity that enters into the subscription and controls user permissions.
“Customer Data” means data, files, content and personal data you submit to or through the Services.
“Documentation” means online help, knowledge base, and usage guides.
“Order” means your plan selection and any renewal/upgrade/downgrade recorded in your account.
“Representatives” means third parties (e.g., accountants/advisors) you authorise to access your account.
“Master Distributor” means the entity appointed by VIRIFI Technologies Ltd or its licensors to manage, oversee, and commercially operate the NuMetric specific Platform or other regional platform variants, including the appointment and management of Authorized Sellers and Sub-Distributors.
“Authorized Seller” means an entity formally appointed and authorised by the Master Distributor to market, promote, and resell subscriptions to the Platform Services to third-party customers, subject to the applicable reseller or authorised seller agreement.
“Reseller” means an organisation that purchases, manages, or distributes bulk subscriptions to the Platform Services for the benefit of its network of beneficiaries, or other affiliated professionals, subject to restrictions set by NuMetric and the Master Distributor.
“Users / End User” means an individual or legal entity that ultimately accesses and uses the Platform Services through a valid subscription, whether obtained directly from NuMetric or indirectly via an Authorized Seller, Sub-Distributor, or Reseller.
“Platform Services” means the full suite of NuMetric products, applications, and modules, including without limitation NuMetric.work, Now8 E-commerce, Now8 POS, Now8 Online Booking, Now8 Appointments, integrations (such as PayTabs, Aramex, Open Banking APIs), SMS services, knowledge base, help center, and any connected features or extensions made available by NuMetric.
“Governing Documents” means the Policies and operational documents that form part of the Agreement, including these Terms, the Privacy Policy, the Service Level Agreement (SLA), the Data Retention Schedule, the Security Policy, the Branding & Domain Guidelines, the API & Integrations Policy, the POS Usage Policy, the Online Booking & Appointment Policy, the E-commerce Policy, and any other rules, instructions, or requirements published by NuMetric from time to time.
3. Account Registration & Eligibility
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.
3.6 Account Credentials and Access Responsibility
Customer is solely responsible for maintaining the confidentiality and security of all login credentials, including usernames, passwords, API keys, administrator accounts, and access granted to Authorized Users.
NuMetric shall not be responsible or liable for any damages, losses, liabilities, costs, or claims arising from unauthorized access to the Services resulting from Customer’s failure to safeguard such credentials or from Customer’s authorization of access to third parties, whether intentional or negligent.
Customer is responsible for all activities conducted through its accounts and Authorized Users, whether or not authorized by Customer.
4. Plans, Trials, Fees & Billing
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.
4.10 Price Changes. We may adjust pricing/plan structures on reasonable notice.
5. Use of Services & Acceptable Use
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.
6. Customer Data, Privacy, Security & Retention
6.1 Customer Data Ownership
You retain all rights, title, and interest in and to your Customer Data. NuMetric does not claim ownership of Customer Data and acts only as a processor of such data while providing the Services.
6.2 Use of Customer Data
NuMetric processes Customer Data solely for:
(a) providing and improving the Services;
(b) ensuring system stability, security, and compliance;
(c) supporting your use of the Services;
(d) meeting contractual, statutory, or regulatory obligations.
6.3 Data Retention (Platform Behavior)
Unless otherwise required by law or specified in a published Data Retention Schedule:
NuMetric does not automatically delete Customer Data when a subscription expires or is not renewed.
Customer Data remains available in your account and accessible by you until you explicitly delete your account or request erasure under Section 7A.
NuMetric may store Customer Data on secure backups for operational continuity, disaster-recovery, or archiving purposes.
6.4 Data Deletion Triggered by the Customer
When you choose to delete your account, or request deletion of your Customer Data:
NuMetric will permanently delete all Customer Data (personal, financial, transactional, and operational), subject to Section 7A and any statutory retention requirements.
Deletion is irreversible, and NuMetric cannot recover deleted data.
6.5 User Responsibility for Compliance
You acknowledge that deleting accounting and financial records may violate the laws of your jurisdiction (including but not limited to tax, bookkeeping, audit, and regulatory reporting requirements).
NuMetric is not responsible for any non-compliance resulting from your deletion of Customer Data.
6.6 Security Commitments
NuMetric implements reasonable administrative, physical, and technical safeguards to protect your Customer Data. No method of electronic storage is completely secure, and NuMetric makes no guarantee of absolute protection.
7. Data Portability & Exit
7.1 Export Rights
Before deleting your account, you may export available Customer Data (accounting records, journals, ledger entries, financial statements, tax records, inventory valuations, reports, etc.) using the export tools provided within the Services.
7.2 Data Types Not Guaranteed to Be Exportable
Some operational data (POS records, order histories, booking logs, attachments, file uploads, SMS logs, audit entries, etc.) may not be available for export.
NuMetric is not responsible for retaining or exporting modules or data not designated as exportable.
7.3 Non-Renewal of Subscription
If your subscription expires or is not renewed:
Your access to the Services may be limited according to your plan, but your Customer Data remains stored and accessible.
NuMetric does not delete your Customer Data due to non-payment or non-renewal.
You may either renew, downgrade to a free plan (where applicable), or delete your account voluntarily.
7.4 Data Retention After Non-Renewal
Customer Data remains on NuMetric's systems until:
(a) you delete your account,
(b) you request permanent deletion, or
(c) NuMetric is legally required to purge data in accordance with its Data Retention Schedule (if applicable).
7.5 ACCOUNT DELETION & DATA ERASURE (NEW SECTION)
7.5.1 Customer-Initiated Account Deletion
When you delete your account through the platform or through a written request, NuMetric will:
Permanently delete all Customer Data from active systems;
Permanently delete all associated financial, transactional, and personal data;
Remove access credentials and company profile information; and
Mark relevant data on backup systems for deletion in accordance with NuMetric’s backup lifecycle.
Deletion is permanent and irreversible. NuMetric cannot restore deleted data under any circumstances.
7.5.2 User Confirmation & Acknowledgment
Before deletion is executed, NuMetric requires explicit confirmation acknowledging that:
All data will be permanently deleted;
Deletion may affect the user’s legal or tax compliance obligations;
NuMetric cannot recover or reconstruct the deleted data.
7.5.3 Legal Compliance Exception
If applicable law requires NuMetric to retain specific records (e.g., tax invoices, e-invoice XML, or mandatory audit logs), NuMetric may archive and retain only those specific records for the legally mandated period.
All other Customer Data will be deleted as requested.
7.5.4 No Liability for Deletion Consequences
NuMetric is not liable for any regulatory, tax, operational, or compliance consequences arising from the user's request to delete their data.
8. Representatives & Third-Party Access
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. Confidentiality
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. Intellectual Property
10.1 NuMetric Intellectual Property
As between the parties, NuMetric and its licensors retain all right, title, and interest in and to the Services and all related intellectual property, including without limitation the software, source code, object code, databases, system architecture, workflows, algorithms, user interfaces, designs, dashboards, documentation, logos, trademarks, service marks, and all derivatives thereof (collectively, the “NuMetric IP”).
No rights are granted to you except as expressly set forth in this Agreement. Nothing in this Agreement shall be construed as transferring or assigning any ownership interest in the NuMetric IP.
10.2 Customer Data Ownership
You retain all right, title, and interest in and to Customer Data. You grant NuMetric a limited, non-exclusive, worldwide licence to host, process, transmit, store, display, and use Customer Data solely to provide, secure, maintain, and improve the Services, comply with applicable law, and enforce this Agreement.
Except as expressly stated, NuMetric does not acquire ownership of Customer Data.
10.3 Licence to Use the Services
Subject to your compliance with this Agreement and payment of applicable fees, NuMetric grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Services solely for your internal business purposes during an active subscription term.
You shall not use the Services for the benefit of third parties except as expressly permitted in writing by NuMetric.
10.4 Feedback
If you provide feedback, suggestions, or recommendations regarding the Services, you grant NuMetric a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, incorporate, modify, and commercialize such feedback without restriction, attribution, or compensation. Feedback shall not be considered Confidential Information.
10.5 Platform Integrity, Backend Access, and Prohibited Activities
To protect the security, integrity, and proprietary nature of the Services, you agree that you shall not, and shall not permit any third party (including Authorized Users, Representatives, distributors, resellers, insurers, or integration partners), to:
(a) Reverse Engineering and APIs
reverse engineer, decompile, disassemble, decode, translate, or attempt to derive source code, system logic, algorithms, architecture, or non-public APIs, whether by technical, manual, or automated means;
(b) Copying UI/UX or System Design
copy, reproduce, imitate, mirror, scrape, or create derivative works of any user interface, user experience, workflow, screen layout, dashboard, visual design, or system structure of the Services;
(c) Backend Access Prohibited
access, attempt to access, interfere with, or circumvent any backend systems, servers, databases, source code repositories, development environments, logs, or administrative tools 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 Services, including system logic, infrastructure, data models, integrations, or core behaviors, except through expressly permitted in-app configuration options;
(e) AI Training and Data Mining Restrictions
use the Services, Customer Data, or any output derived from the Services to train, fine-tune, improve, or developartificial intelligence, machine learning models, neural networks, or datasets (whether proprietary or third-party), or for data mining or model benchmarking, without NuMetric’s prior written consent;
(f) Interference and Circumvention
circumvent, bypass, or attempt to bypass technical safeguards, authentication mechanisms, access controls, usage limits, rate limits, security features, or licensing restrictions of the Services.
10.6 Reservation of Rights and Enforcement
All rights not expressly granted are reserved by NuMetric. Any violation of this Section constitutes a material breachof the Agreement and may result in immediate suspension or termination of access to the Services under Section 13, without prejudice to any other remedies available to NuMetric.
11. Service Availability, Maintenance & Support
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.
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.
11.6 Incident Reporting & Severity Levels.
NuMetric classifies and responds to incidents based on the severity and impact on the Platform Services:
P1 — Critical: Complete service outage or core functionality unavailable for all users;
P2 — High: Major functionality impaired with significant business impact;
P3 — Medium: Degraded performance or partial feature malfunction with limited business impact;
P4 — Low: Minor issues, cosmetic defects, or non-critical queries.
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. Third-Party Services & Connectivity
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:
Payment Gateways: CyberSource, PayTabs, and other merchant processors;
Shipping & Logistics Providers: Aramex and other carriers;
SMS & Messaging Providers: telecom operators and SMS gateway partners used for OTPs, notifications, and system messages;
Cloud Hosting, CDN, and Network Providers: global and regional infrastructure partners;
Banking & Open Banking Integrations: third-party AIS/PIS providers (where enabled).
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.
13. Suspension & Termination
13.1 Suspension of Services
NuMetric may immediately suspend or restrict your access to all or part of the Services, with or without prior notice, if NuMetric reasonably determines that:
(a) your use of the Services poses a security risk to the Platform, other customers, or third parties;
(b) your use of the Services violates this Agreement, applicable law, or regulatory requirements;
(c) your use of the Services may subject NuMetric to legal, regulatory, or compliance risk;
(d) you fail to pay applicable fees when due; or
(e) suspension is required by law, regulation, court order, or governmental authority.
NuMetric shall have no liability for any damages, losses, or consequences arising from such suspension.
13.2 Termination by Customer
You may terminate this Agreement by discontinuing use of the Services and, where applicable, providing written notice in accordance with your subscription terms. Termination does not relieve you of any accrued payment obligations.
13.3 Termination by NuMetric
NuMetric may terminate this Agreement, in whole or in part, with immediate effect by written notice if:
(a) you materially breach this Agreement and fail to cure such breach within a reasonable period (if curable);
(b) your breach is not capable of cure, including violations of Sections 10 (Intellectual Property), 14 (Indemnification), or security obligations;
(c) you engage in fraud, misrepresentation, or unlawful conduct;
(d) continued provision of the Services is commercially impracticable or legally prohibited.
13.4 Effect of Termination
Upon termination or expiration of this Agreement:
(a) all rights granted to you under this Agreement shall immediately cease;
(b) you shall immediately stop using the Services;
(c) any outstanding fees and charges shall become immediately due and payable;
(d) NuMetric may disable access to your account and systems; and
(e) Customer Data shall be handled in accordance with this Agreement and the Privacy Policy, subject to applicable law.
13.5 Survival
The following Sections shall survive termination or expiration of this Agreement:
Section 10 (Intellectual Property; Feedback)
Section 14 (Indemnification)
Section 15 (Warranties & Disclaimers)
Section 16 (Limitation of Liability)
Any provisions which by their nature should survive termination
13.6 No Refunds
Except as expressly required by applicable law or expressly agreed in writing by NuMetric, all fees paid are non-refundable, and no refunds or credits shall be provided for partial subscription periods or unused Services following suspension or termination.
14. Indemnification
14.1 Indemnification by Customer
You shall defend, indemnify, and hold harmless NuMetric, its affiliates, and their respective directors, officers, employees, contractors, agents, and licensors (collectively, the “NuMetric Indemnified Parties”) from and against any and all third-party claims, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal and professional fees) arising out of or relating to:
(a) your use or misuse of the Services, including any use in violation of this Agreement or applicable law;
(b) your violation of any applicable laws, regulations, or third-party rights, including data protection, tax, accounting, financial reporting, or e-invoicing laws;
(c) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates the rights of any third party, or is unlawful, inaccurate, incomplete, or misleading;
(d) the acts or omissions of your Authorized Users, Representatives, contractors, or agents, including any access to or use of the Services under your account;
(e) Security Incidents or Data Breaches caused by Customer, including any incident arising from your actions or omissions, negligence, misconfiguration, insecure credential management, unauthorized integrations, use of third-party tools, or failure to comply with NuMetric’s published security guidelines;
(f) Tax Misconfiguration and Misreporting, including any errors, omissions, inaccuracies, penalties, assessments, or liabilities arising from your configuration of tax rules, rates, account settings, workflows, data entry, or failure to apply applicable tax or financial regulations;
(g) E-Invoicing and Regulatory Non-Compliance, including any violation of mandatory e-invoicing, audit, record-keeping, reporting, or compliance obligations (including, without limitation, regimes such as ISTD, ZATCA, or similar authorities) resulting from your use, misuse, or misconfiguration of the Services; and
(h) your deletion, failure to retain, or improper handling of legally required records, including financial, accounting, tax, or audit records, whether before or after termination of the Services.
14.2 Indemnification Procedures
NuMetric shall promptly notify you in writing of any claim subject to indemnification under this Section; provided, however, that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure.
You shall have the right to assume control of the defense and settlement of the claim, subject to the following conditions:
(a) NuMetric may participate in the defense with counsel of its own choosing at its own expense;
(b) no settlement shall be entered into without NuMetric’s prior written consent if the settlement:
(i) imposes any obligation, admission of liability, or restriction on a NuMetric Indemnified Party; or
(ii) does not include a full and unconditional release of the NuMetric Indemnified Parties; and
(c) you shall cooperate fully with NuMetric in the defense and settlement of the claim, at your expense.
14.3 Exclusive Responsibility
This Section 14 sets forth your exclusive responsibility with respect to the matters described herein and shall survive termination or expiration of this Agreement.
15. Warranties & Disclaimers
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.
15.4 No Professional Advice.
The Services are provided as general-purpose accounting and financial management tools and do not constitute accounting, tax, legal, audit, regulatory, or professional advice. NuMetric does not act as your accountant, auditor, tax advisor, or legal representative.
You acknowledge and agree that:
(a) you are solely responsible for reviewing, verifying, and validating all outputs, reports, calculations, invoices, filings, and records generated using the Services;
(b) the accuracy and compliance of such outputs depend on your configuration choices, data entry, workflows, and application of applicable laws and regulations; and
(c) you must obtain independent professional advice where required.
NuMetric makes no representations or warranties regarding the accuracy, completeness, or compliance of any outputs produced through the Services.
15.5 Automations, Integrations, and Third-Party Services.
The Services may include integrations, automations, APIs, or connections with third-party platforms or data sources. NuMetric does not control and is not responsible for the availability, accuracy, security, or legality of such third-party services or data.
Any reliance on integrations, automations, or third-party outputs is at your sole risk, and NuMetric disclaims all liability arising from third-party failures, interruptions, inaccuracies, or changes.
16. Limitation of Liability
16.1 Exclusion of Certain Damages
To the maximum extent permitted by applicable law, in no event shall NuMetric, its affiliates, directors, officers, employees, contractors, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, business interruption, or loss of data, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if NuMetric has been advised of the possibility of such damages.
16.2 Aggregate Liability Cap
Except for (i) Customer’s payment obligations under the Agreement, (ii) either party’s indemnification obligations expressly set out in this Agreement, or (iii) liability that cannot be limited under applicable law, NuMetric’s total aggregate liability arising out of or relating to the Agreement or the Services shall not exceed the lesser of:
(a) the fees actually paid by you to NuMetric for the Services in the twelve (12) months immediately preceding the event giving rise to the claim; or
(b) USD 10,000.
16.3 Legal Carve-Outs
Nothing in this Agreement shall exclude or limit liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
16.4 Compliance Responsibility & Legal Record-Keeping Disclaimer
You acknowledge and agree that you are solely responsible for complying with all applicable laws, regulations, and professional standards relating to financial reporting, bookkeeping, tax compliance, statutory record-keeping, e-invoice retention, audit obligations, and regulatory filings applicable to your business or jurisdiction.
If you choose to delete your account or request deletion of Customer Data:
(a) NuMetric will delete such data in accordance with this Agreement and applicable data protection laws;
(b) NuMetric does not verify, monitor, or assess whether such deletion complies with your legal, tax, or regulatory obligations;
(c) NuMetric shall not be responsible or liable for any penalties, assessments, audits, disputes, enforcement actions, or legal consequences arising from your deletion of Customer Data; and
(d) you remain fully responsible for exporting, archiving, and retaining all legally required records prior to initiating deletion.
To the maximum extent permitted by law, NuMetric shall not be liable for any direct or indirect damages arising from your failure to retain legally required records or from your reliance on NuMetric to store records beyond the scope of the Services.
16.5 Indemnity Related to Record-Keeping and Compliance
You agree to defend, indemnify, and hold harmless NuMetric and its affiliates, directors, officers, employees, and agents from and against any claims, fines, penalties, losses, damages, investigations, or liabilities arising out of or relating to:
(a) your failure to retain legally required financial, accounting, or tax records;
(b) your deletion of Customer Data; or
(c) any allegation that NuMetric was responsible for compliance, record-keeping, or retention obligations beyond what is expressly provided in the Services.
16.6 Risk Allocation Acknowledgement
You acknowledge that the limitations and exclusions of liability in this Section constitute an essential basis of the commercial bargain between you and NuMetric, and that the fees charged for the Services reflect this allocation of risk.
17. Electronic Communications & SMS
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.
18. Export Control & Sanctions Compliance
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. Governing Law & Dispute Resolution
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.
20. Force Majeure
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. Assignment, Changes to Terms & Miscellaneous
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.
22. Contact
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