Terms of Service

For purposes of these Terms: Agreement means these Terms together with the applicable Order Form, Documentation, DPA, SLA, and any incorporated policy or addendum; Authorized User means an individual permitted by the Customer to access or use the Service; Customer Data means data, content, files, records, prompts, configurations, and materials submitted to, stored in, or generated within the Service on behalf of the Customer; Documentation means Numezis product, technical, compliance, support, and usage documentation made available by Numezis; Order Form means the ordering document, checkout flow, or subscription record that defines the commercial scope of the Service; and Subscription Term means the period during which the Customer is entitled to access the subscribed Service.

References to Numezis, we, our, or us mean the relevant Numezis contracting entity identified in the Order Form or applicable commercial documentation. References to Customer, you, or your mean the legal entity subscribing to or otherwise using the Service.

The Service is offered for professional and business use only. The Customer represents and warrants that it has the legal capacity to enter into binding agreements and that the person accepting these Terms has authority to bind the Customer.

The Service is not intended for consumer use. If an Authorized User registers using a company email domain or otherwise acts on behalf of an organization, that organization may be treated as the Customer. Affiliates of the Customer may use the Service only to the extent permitted by the applicable Order Form or a written affiliate addendum.

Numezis may accept Orders through electronic workflows, account provisioning, or written signatures. Contract formation occurs when Numezis countersigns, confirms the order electronically, provisions the paid subscription, or otherwise indicates acceptance of the relevant Order Form.

Numezis provides a hosted software service for business administration workflows, including accounting, invoicing, document operations, reporting, approvals, automation, and selected AI-assisted features, depending on the subscribed plan and enabled modules. The scope of the Service is defined by the applicable Order Form, Documentation, and product configuration chosen by the Customer.

Numezis may improve, modify, replace, or discontinue features in order to maintain security, legal compliance, technical integrity, or product quality. Numezis will use commercially reasonable efforts to avoid materially reducing core functionality during an active Subscription Term, except where changes are required for security, regulatory, or operational reasons.

Beta Services are provided on an optional, as-available basis, may contain defects, and may be discontinued at any time. Unless expressly agreed in writing, the Service does not constitute legal, tax, payroll, accounting, or regulatory advice, and Customer remains responsible for reviewing outputs, workflows, filings, and decisions made using the Service.

The Customer may permit access to the Service only to Authorized Users acting within the Customer's internal business operations or another use expressly permitted in the Agreement. The Customer is responsible for provisioning users appropriately, assigning roles and permissions, maintaining accurate admin contacts, and ensuring that credentials, devices, API tokens, and authentication factors remain protected against unauthorized use.

The Customer must not, and must not permit any third party to: (i) reverse engineer, copy, frame, mirror, resell, sublicense, or commercially exploit the Service except as expressly permitted; (ii) interfere with the integrity, performance, or security of the Service; (iii) upload malware, unlawful content, or data the Customer is not legally entitled to process; (iv) circumvent usage limits, access controls, or compliance restrictions; (v) use the Service to build a competing product or publish benchmarks without prior written consent; or (vi) use the Service in violation of sanctions, export controls, anti-corruption rules, employment law, tax law, or data protection law.

The Customer remains responsible for the legality, quality, accuracy, and provenance of Customer Data, for internal approval workflows and filing decisions, and for obtaining all rights, consents, notices, and lawful bases required for Customer Data and for instructions given to Numezis.

Fees, billing cadence, subscription metrics, overage rules, currency, and payment terms are set out in the applicable Order Form or checkout flow. Unless stated otherwise, subscriptions renew automatically for successive renewal terms of the same duration as the initial Subscription Term, and Numezis may invoice fees in advance for the upcoming term.

All fees are exclusive of taxes, duties, levies, or withholdings, except where mandatory law requires otherwise. The Customer is responsible for all sales, use, VAT, withholding, or similar taxes arising from its purchase or use of the Service, excluding taxes based on Numezis' net income.

Overdue amounts may result in reminders, suspension of non-essential features, suspension of account access, or termination for non-payment following notice and an opportunity to cure, unless the unpaid amount is subject to a good-faith billing dispute promptly notified in writing. Fees paid are non-refundable except as expressly stated in the applicable Order Form, this SLA, or mandatory law.

Each party will comply with Applicable Data Protection Law in relation to its processing activities under the Agreement. Where Numezis processes Personal Data on behalf of the Customer as a processor or service provider, the Numezis DPA applies and is incorporated by reference into these Terms. The Customer is responsible for determining whether the Service is appropriate for its regulatory environment and for ensuring that its instructions to Numezis are lawful.

As between the parties, the Customer retains all rights in and to Customer Data. Numezis will access and use Customer Data only to provide, secure, maintain, support, improve, and operate the Service, to comply with legal obligations, and as otherwise permitted by the Agreement. Where reasonably practicable, Numezis may use aggregated, de-identified, or statistical information that does not identify the Customer or a natural person for analytics, capacity planning, security, and service improvement purposes.

Each party will protect the other party's Confidential Information using at least a reasonable standard of care and will use such information only for purposes of the Agreement. These confidentiality obligations do not apply to information that is or becomes public without breach, was lawfully known without restriction, is lawfully obtained from a third party, or is independently developed without use of the other party's Confidential Information.

Numezis and its licensors retain all right, title, and interest in and to the Service, the Documentation, the Numezis brand, software, models, interfaces, know-how, usage telemetry (except to the extent it constitutes Customer Data), and all derivative works or improvements thereof. Subject to payment of applicable fees and compliance with these Terms, Numezis grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit its Authorized Users to access and use the Service for the Customer's internal business operations.

The Customer may provide suggestions, feature requests, enhancement proposals, or other feedback. Unless otherwise agreed in writing, Numezis may use such feedback without restriction and without obligation, provided that Numezis does not publicly identify the Customer as the source of confidential feedback without permission.

Numezis warrants that the Service will be provided in a professional and workmanlike manner and will materially conform to the Documentation under normal use, subject to the limitations described in these Terms, the Documentation, and the applicable Order Form. The Customer's exclusive remedy for breach of this warranty is for Numezis to use commercially reasonable efforts to correct the affected non-conformity or, if correction is not reasonably possible, to terminate the affected Service and refund prepaid fees for the unused portion of the terminated term.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided as available and as is. Numezis does not warrant that the Service will be uninterrupted, error-free, compatible with every third-party system, or suitable for every regulatory scenario or business purpose. Beta Services are excluded from warranties.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, goodwill, opportunity, or anticipated savings. Numezis' aggregate liability arising out of or relating to the Service, these Terms, or any Order Form will not exceed the fees paid or payable by the Customer for the affected Service during the 12 months preceding the event giving rise to the claim. The foregoing limitations do not exclude liability that cannot lawfully be limited, including liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or breach of confidentiality or data protection obligations to the extent such exclusion is prohibited by law.

Customer indemnity. The Customer will defend, indemnify, and hold harmless Numezis, its affiliates, and their respective directors, officers, employees, and contractors from third-party claims, losses, damages, liabilities, fines, penalties, and reasonable external legal fees arising from: (i) Customer Data, Customer instructions, or Customer business processes that infringe rights or violate law; (ii) the Customer's unlawful, unauthorized, or prohibited use of the Service; or (iii) products, services, statements, filings, or regulatory positions of the Customer that are independent of the Service itself.

Numezis indemnity. Numezis will defend the Customer against third-party claims alleging that the paid production Service, as provided by Numezis and used in accordance with the Agreement, directly infringes such third party's intellectual property rights, and Numezis will pay the finally awarded damages or settlement amounts approved by Numezis that arise from such claim. Numezis will have no obligation to the extent a claim arises from Customer Data, Customer instructions, modifications not made by Numezis, combination with third-party systems not supplied by Numezis, or continued use after Numezis has offered a reasonable replacement, workaround, or termination right.

The indemnified party must promptly notify the indemnifying party of the claim, grant it control of the defense and settlement, and provide reasonable cooperation. No settlement may impose non-monetary obligations or admissions on the indemnified party without its prior written consent.

These Terms remain in force for as long as the Customer uses the Service or an Order Form remains active. Numezis may suspend access immediately where necessary to prevent security incidents, fraud, abuse, imminent harm, sanctions violations, or material risk to the Service or other customers. Where commercially reasonable, Numezis will limit the suspension to the affected account, user, feature, or environment.

Either party may terminate an Order Form or the affected Service for material breach if the other party fails to cure the breach within 30 days after written notice, except where the breach is incapable of cure or where immediate termination is permitted by law. Numezis may terminate or decline renewal upon persistent non-payment, unlawful use, insolvency events, or legal impossibility.

Upon termination or expiration, Customer access to the Service ends, except for any agreed transition or export period. The Customer remains responsible for exporting its data before the end of the applicable transition period. Provisions that by nature should survive termination, including payment obligations, confidentiality, intellectual property, limitations of liability, indemnification, dispute provisions, and accrued rights, will survive.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the substantive laws of Switzerland, excluding conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The courts of Lausanne, Switzerland have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service, unless mandatory law requires another forum. Nothing in these Terms prevents either party from seeking urgent injunctive or conservatory relief where necessary to protect confidential information, intellectual property, or security interests.

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve the dispute through business escalation channels for at least 30 days, unless urgent interim relief is required.

Order of precedence. If there is a conflict between these Terms and an Order Form, the Order Form controls for that specific commercial scope. The DPA controls for processor-side data protection obligations, and the SLA controls only for the support and availability commitments expressly described in it.

Assignment. The Customer may not assign the Agreement without Numezis' prior written consent, except to a permitted successor in connection with a merger, reorganization, or sale of substantially all relevant assets. Numezis may assign the Agreement to an affiliate or successor as part of a merger, financing, reorganization, or transfer of the relevant business.

Force majeure; severability; waiver. Neither party is liable for delay or failure caused by events beyond its reasonable control. If any provision is held unenforceable, the remainder remains in effect. A waiver is effective only if in writing and does not waive future enforcement.

Independent contractors; entire agreement. The parties are independent contractors. The Agreement constitutes the entire agreement regarding the applicable Service and supersedes prior understandings on the same subject matter.

Commercial, billing, contract, and legal notices relating to these Terms may be sent to hello@numezis.com or to the contact details specified in the applicable Order Form. Privacy-related notices should be sent to privacy@numezis.com. Numezis may deliver operational notices through email, the administrative account on file, the in-product notification center, or another reasonable written channel.

The Customer is responsible for maintaining current billing, legal, security, and administrative contact details. A notice is deemed received when delivered to the latest designated business contact, unless mandatory law requires a different method.