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Numerly
Draft Document — This is a working draft pending review by qualified legal counsel. It is not a substitute for professional legal advice. Do not rely on this document until it has been reviewed and approved by a lawyer licensed in British Columbia.

Terms of Service

Effective Date: [TO BE CONFIRMED BY COUNSEL]  |  Governing Law: British Columbia, Canada

These Terms of Service ("Terms") govern your access to and use of the Numerly bookkeeping and accounting platform ("Service") operated by [YOUR INCORPORATED ENTITY NAME] ("Numerly", "we", "us", or "our"). By accessing or using the Service you agree to be bound by these Terms.

1. Description of Service

Numerly provides cloud-based bookkeeping, payroll, GST/HST tracking, and financial reporting tools for Canadian small businesses. The Service is intended for use by authorized clients and their designated accounting service provider.

2. Account Responsibilities

You are responsible for maintaining the confidentiality of your login credentials. You agree to notify us immediately at support@numerly.ca of any unauthorized access to your account. You are responsible for all activity that occurs under your account.

3. Use of Artificial Intelligence

Important Notice: Numerly uses artificial intelligence tools, including the Anthropic Claude API, to process certain data you submit — including but not limited to receipt images, transaction descriptions, and financial documents. By using the Service, you expressly consent to your submitted data being transmitted to and processed by these third-party AI providers, subject to their applicable data processing and privacy terms. We do not sell your data to third parties for marketing purposes. AI-generated results are provided for informational purposes only and must be reviewed by a qualified accountant before reliance.

4. Data Ownership

You retain full ownership of all financial data and documents you upload to the Service. We process your data solely to provide the Service and as described in our Privacy Policy. Upon termination of your account, you may request a full export of your data within 30 days of termination. We will retain your data for 90 days after termination before permanent deletion, unless a longer retention period is required by applicable law or CRA regulations.

5. No Professional Advice

The Service provides bookkeeping tools and automated calculations. It does not constitute professional accounting, tax, legal, or financial advice. We are not responsible for errors in automated calculations. All financial statements, payroll runs, and tax filings produced through the Service must be reviewed and approved by a qualified accountant or tax professional before submission to the CRA or any other authority. Numerly's liability for calculation errors is limited as set out in Section 9.

6. Acceptable Use

You agree not to:

7. Fees and Payment

Fees for the Service are as agreed in your executed Client Service Agreement. We reserve the right to suspend access for non-payment after 14 days written notice to your registered email address. Disputed charges must be raised in writing within 30 days of the invoice date.

8. Intellectual Property

All software, designs, algorithms, and documentation comprising the Numerly platform are the exclusive intellectual property of [YOUR INCORPORATED ENTITY NAME]. Nothing in these Terms transfers any intellectual property rights to you. You receive a limited, non-exclusive, non-transferable licence to use the Service for your internal business purposes only.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Numerly shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or data loss, arising from your use of the Service. Our total aggregate liability to you for any claim arising out of or relating to these Terms shall not exceed the total fees paid by you in the three (3) months immediately preceding the event giving rise to the claim.

10. Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and the BC Personal Information Protection Act (PIPA).

11. Termination

Either party may terminate the Service relationship upon 30 days written notice. We may suspend or terminate your access immediately and without notice if you materially breach these Terms, engage in fraudulent activity, or if required by applicable law or court order.

12. Governing Law and Dispute Resolution

These Terms are governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of British Columbia for resolution of any dispute arising under these Terms.

13. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email to your registered address at least 14 days before the change takes effect. Your continued use of the Service after the effective date constitutes your acceptance of the updated Terms.

14. Contact

Questions about these Terms? Contact us at support@numerly.ca or by mail at [YOUR BUSINESS ADDRESS].