Terms of Service

Who we are and who you are. "We", "us" and "our" mean Implemit Pty Ltd, an Australian company that trades as Nummbas. "You" means the business named on the Nummbas account, which these terms call your "Account". If you are a sole trader, that business is you.

How this agreement is made. This agreement is made when the person creating your Account ticks the box beside the link to these terms at sign-up, including a sign-up that starts in the Shopify, Wix or BigCommerce app store. If we set up your Account for you, it is made when we confirm that in writing, or when you first sign in if that is earlier. Visiting our website or trying the demo does not make this agreement.

Authority and age. The person who creates the Account confirms that they are at least 18 years old and have authority to accept these terms for the business. An "Authorized User" is anyone with a sign-in on your Account. Each person you invite ticks a box agreeing to these terms when they join. By doing so they confirm that they are at least 18 and will follow the rules here that apply to Authorized Users. They do not become a party to this agreement.

What makes up this agreement. If two of these documents say different things, the one higher in the table applies.

Existing customers. For an Account opened before the effective date at the top of this page, these terms replace the earlier Terms of Service from that date. They do not change anything that happened before it.

What Nummbas is. Nummbas is a financial command center for businesses that sell online. It brings the data from your Connected Services into one place and helps you understand it. A "Connected Service" is a service run by someone else that you connect to your Account, such as a store, payment, advertising, banking or accounting service.

Changes to the Services. We improve and change the Services over time. If we plan a change that materially reduces what your Plan gives you, such as removing a whole feature that the pricing page lists for it, we will give you reasonable notice first. You may then cancel, and we will refund your unused fees.

Beta features and the demo. Features that are still being tested are optional, may change or end, and may be less reliable. Your rights under section 14 still apply to them. The demo at demo.nummbas.com shows sample data for a fictional business. It is not a statement about any real business or a promise about your results.

Business use. You must use Nummbas only in the course of a business, not for personal, family or household use. Each Account is for one business. Keep your account details accurate. Contact support to change your business name or the email address you sign in with.

Your team. You decide who to invite and what role each person has, up to the number your Plan allows. Each Authorized User needs their own sign-in. You are responsible for what they do in your Account.

Roles. The "account owner" holds the owner role and has full access, including billing, transferring ownership and closing the Account. An admin manages the team, settings and connections. A member views dashboards and Nummbas Books, uses Nummbas-FO and manages share links. An accountant works in Nummbas Books only.

The 14-day free trial. Each Plan comes with a 14-day free trial for a business that has not had one before. A payment method is required to start it. You are not charged during the trial. The first charge is made on the day the trial ends, unless you cancel first. We email the account owner a reminder at least 7 days before the trial ends, with a link to cancel.

Who can have a trial. Businesses that share a billing customer or a work email domain count as one business. If you are not eligible for a trial, the first charge is made when you subscribe.

Renewal. After the first charge, your Plan renews automatically for the same period, a month or a year, until you cancel. Each renewal is charged to your payment method at the start of the new period. For an annual Plan bought directly from us, we email the account owner at least 14 days before it renews.

Cancelling. You can cancel online at any time, with no cancellation fee, in the place where you bought your Plan.

Cancelling is not closing. Cancelling your Plan stops the charges. It does not close your Account or delete Your Data (section 5), although uninstalling Nummbas from a store deletes the data we synced from it (section 6). Closing your Account (section 13) also stops the charges, but it ends sign-in access straight away, even if you have paid for time you have not used. To use that time, cancel first and close later. A Plan bought through a platform or by another arrangement must be cancelled before you can close your Account.

Nummbas-FO credits. Each Plan includes a monthly allowance of Nummbas-FO credits, shown on the pricing page. One answer uses one credit. The allowance resets at the start of each calendar month (UTC) and when a new subscription starts. Unused credits do not carry over and cannot be exchanged for money. When they run out, chat pauses until the reset or a move to a larger Plan.

Price changes. If we change the price of your Plan, we will email the account owner at least 30 days before the new price applies to you. It applies from your first renewal after those 30 days, and never during an annual period you have already paid for. You can cancel before it applies.

Taxes. Prices do not include taxes unless we say so. For a Plan bought directly from us, any GST, VAT or sales tax is worked out at checkout from your billing address. A platform works out any tax on its own charge.

If a payment fails. For a Plan bought directly from us, we email the account owner and admins, and our payment provider may try the payment again. You keep your access in the meantime. If it has still not gone through after we have told you, we may suspend paid features until it is paid. We do not delete your Account or Your Data because a payment failed. A platform applies its own rules to a Plan bought through it.

Refunds. If you cancel part-way through a period you have paid for, we do not refund the fee for that period, except in the cases these terms name. We refund your unused fees if we end this agreement when you have not breached it, and where sections 2, 13, 16, 17 and 19 say so. Your "unused fees" are the part of any fees you have paid in advance that covers the time after the day you cancel under one of those sections, or after the day this agreement ends. If we told you in writing, including through our support chat or help articles, that your Plan came with a 14-day money-back guarantee or another refund, we honor that for the purchase it was about. None of this limits any right to a refund or other remedy that you have under the Australian Consumer Law or any other law that cannot be excluded.

Plans bought through Shopify, Wix or BigCommerce. The platform bills you, not us, so you do not give us a payment method. We offer the same 14-day free trial on these Plans. The platform runs it, so the length of your trial, the date of the first charge and the price are the ones the platform shows you when you approve the Plan. The platform's billing and cancellation rules apply to its charges, alongside these terms. Any right to a refund from us still applies. Ask us, and we will arrange it, through the platform where that is how it refunds.

You own your data. "Your Data" is the business data that reaches the Services through your Account: the data from your Connected Services, what you or your Authorized Users enter or upload, and what you ask Nummbas-FO. Between you and us, you own it.

What we will not do.

• We do not sell or rent Your Data.
• We do not use Your Data to train AI models.
• We do not share Your Data with other customers or use it to build benchmarks or comparisons for them. One list is shared across businesses: the email addresses we do not send to, which the Data Processing Addendum describes.
• We do not contact your customers, except where you use a feature that sends something to them for you, such as an invoice email.

Information about product use. We use information about how the Services are used, such as which features are opened and errors, to run, secure and improve them. This is not a consent to analytics or cookies, which the Privacy Policy covers.

Your responsibilities. You confirm that you have the right to connect each Connected Service and to give us its data, and that your use of Your Data and your instructions to us about it are lawful.

Getting your data out. While your Plan is active, including during the trial, you can download PDF reports on Plans that include them, Nummbas Books reports, tax return packs, contractor lists, a file of your Nummbas Books documents, and the reports Nummbas-FO creates for you, which are kept for 7 days. When your Plan ends, the dashboard and Nummbas Books close to you, so download what you need first. You may need your Nummbas Books reports and documents for your own record-keeping, and we cannot restore them once they are deleted. For anything else, ask us while your Account is open or within 90 days after you close it, and we will tell you what we can provide.

Sharing. You choose who receives a share link, an invoice sent from Nummbas Books or anything else you send outside your Account. You are responsible for that choice and for keeping any link or password safe.

You authorize each connection. You choose which Connected Services to connect, and you can disconnect any of them at any time. When you connect one, you authorize us to read data from it and, where a feature needs it, to send data to it for you. For example, once you set it up, Nummbas Books can send payout summaries to QuickBooks or Xero, email an invoice to the recipient you choose, and create a payment request on your own payment account, such as Stripe or Square.

What we do not control. Your own agreement with each provider governs your use of its service, and you must follow it. Data arrives in Nummbas as the provider sends it. We do not control a provider's outages, errors, delays or changes, and we are not responsible for loss that these cause, except to the extent that we caused or contributed to the loss.

Disconnecting. When you disconnect a service we delete the data we synced from it straight away. There are three exceptions. Shipping label records are deleted about 30 days later. Nummbas Books keeps the records it has already captured, such as bank transactions, because they are part of your accounting records. What Nummbas has already produced from the data, such as Nummbas-FO answers, is not removed.

Uninstalling and lost access. Uninstalling Nummbas from your Shopify, Wix or BigCommerce store disconnects that store in the same way and cancels a Plan bought through that platform. A marketplace connection, where one is available on your Account, is disconnected in the same way after 25 days without access to the marketplace.

Bank connections. Bank connections are provided through Plaid, and you sign in to your bank on Plaid's own screens. You authorize Plaid and us to collect your account information from that bank so that we can provide the Services to you. Plaid handles that information under its own terms and its End User Privacy Policy.

Shopify and other platforms. If you install or buy Nummbas through Shopify, Wix, BigCommerce or another platform's app store, then between the platform and us, we alone are responsible for Nummbas. That includes our support, how we handle Your Data, and any liability that arises from your use of Nummbas. The platform is not liable for any fault in Nummbas or for harm that comes from installing or using it, and it cannot help you install or use Nummbas unless it tells you otherwise. This does not affect your rights against the platform under your own agreement with it or the law.

Names and marks. The names and logos of the services Nummbas connects to belong to their owners, who do not endorse Nummbas and are not responsible for it.

What the AI features are. Some parts of the Services are generated by artificial intelligence. They include Nummbas-FO chat, the daily brief, daily opportunities, the reports and documents Nummbas-FO writes for you, the reading of receipts and bills, and the suggesting and categorizing of bank transactions in Nummbas Books. What they generate for you is "AI Output". When you chat with Nummbas-FO, you are talking to an AI system and not to a person.

What you should know about AI Output.

• It can be wrong. Nummbas-FO can make mistakes. AI Output can be incomplete or incorrect, for example when a Connected Service is late sending data or a transaction is in the wrong category.
• Check before you rely on it. Check important figures against your own records before you act on them.
• It is not unique. Other customers who ask similar questions may receive similar answers.

Information only. Nummbas gives you information and analysis about your own business, based on the data you connect, enter or upload. It is not financial, investment, tax, accounting or legal advice. It does not know about your circumstances beyond what is in that data.

Financial products. Implemit Pty Ltd does not hold an Australian financial services license or an Australian credit license, and is not authorized to give financial product advice. Nummbas is not designed to recommend financial products such as loans, insurance or investments. If AI Output mentions one, do not treat it as a recommendation. Get advice from a licensed adviser before you acquire a financial product.

Tax. Implemit Pty Ltd is not a registered tax agent or BAS agent (a person registered in Australia to prepare business activity statements) and does not provide tax agent services or BAS services. Nummbas-FO can answer questions about tax, and its answers can use your own figures. Those answers are produced by software. They are not advice from a registered agent, and they can be wrong. If you intend to rely on a tax answer, confirm it first with a registered tax agent or another qualified adviser.

Your decisions. You make your own business decisions and you are responsible for them. For a significant decision, check the figures and get advice from a qualified professional.

Your records. Nummbas Books works out figures from the records you connect or enter and the settings you choose. If a record or a setting is wrong or missing, the figures will be wrong too. You are responsible for reviewing the figures before you rely on them, report them or file them.

What Nummbas Books does on its own. Nummbas Books records some bank transactions without asking you first, for example when a rule you set matches. Unless you change the setting, Nummbas-FO also categorizes a bank transaction on its own when the amount is within a limit and other evidence agrees. After you send the first payout summary from a payment account, later ones go to QuickBooks or Xero automatically while sending stays switched on. You can turn off Nummbas-FO categorizing, and you can make every summary wait for your review. The activity log shows whether a person, Nummbas Books or Nummbas-FO did each thing.

Your tax responsibilities. Apart from UK VAT filing where it is available, Nummbas does not submit returns to a tax authority. It prepares figures and files that you or your accountant review and submit. You remain responsible for your tax returns, for paying your taxes on time and for keeping the records the law requires.

Invoice payments. If you let your customers pay invoices online, the payment goes into your own payment account, such as Stripe or Square. We do not hold your money.

Filing UK VAT. Where UK VAT filing is available on your Account:

• You connect Nummbas to HM Revenue and Customs ("HMRC"), the United Kingdom tax authority, by signing in on HMRC's own page with your own HMRC sign-in. We do not see or store your HMRC password, and you can remove our access at any time.
• The account owner or an admin submits each return, after confirming HMRC's declaration that the return is true and complete. Our staff cannot connect your Account to HMRC or submit a return for you.
• You are responsible for the return and for checking it before you submit it. A submitted return cannot be recalled or changed through Nummbas. To correct one, follow HMRC's process.
• We keep the receipt HMRC returns as your record of the submission.
• We are not responsible for HMRC outages, or for HMRC rejecting or delaying a submission, except to the extent that we caused the problem.

What we send HMRC. We ask HMRC which VAT periods are open for your VAT number, and we send HMRC the return you submit. With each request we also send the device and connection details that the law requires software to send, such as your browser, device and IP address and the email address of the person signed in. The Privacy Policy lists them. Connecting to HMRC's systems does not mean that HMRC endorses Nummbas.

The rules. You and your Authorized Users must not:

• use the Services for anything unlawful
• access or extract data from the Services by automated means, except through features we provide for that purpose
• reverse engineer, decompile or disassemble the Services, except where the law allows this despite a contract term
• share sign-in details or let anyone who is not an Authorized User into your Account
• interfere with or disrupt the Services, or upload malicious code or harmful content
• use the AI features to create unlawful or harmful content or to get around safety measures, or use them or AI Output to build or train a competing AI model
• test or probe the security of the Services without our written permission
• connect an account or upload data that you have no right to connect or upload
• use the Services if you are subject to sanctions, or from a country under a trade embargo that applies to us.

Two notes. The rules on reverse engineering and AI models do not stop you from building your own products by other means. If you learn that one of your Authorized Users has broken these rules, tell us and take reasonable steps to stop it.

Our software. Implemit Pty Ltd owns the Services, including the software, design and text, or uses them under license. These terms do not transfer any of that to you.

Your right to use the Services. While your Plan is active, including during the trial, you may use the Services for your own business, within the limits of your Plan and these terms. This right is not exclusive, and you cannot transfer it except as section 19 allows.

Feedback. If you send us suggestions or comments about the Services, we may use them without restriction and without paying you. This does not give us any rights in Your Data.

What each of us promises. "Confidential Information" is information that one of us gives the other and that is marked confidential or that a reasonable person would understand to be confidential. It includes Your Data and the non-public parts of the Services. Each of us will use the other's Confidential Information only to perform this agreement, protect it with reasonable care, and share it only with its own staff and advisers who need it and must keep it confidential. We may also share yours with the providers that help us run the Services, under duties of confidentiality at least as protective as this section.

Exceptions. These duties do not apply to information that is public through no fault of the receiving side, that it already knew or developed independently, or that it lawfully received from someone else without a duty of confidentiality. Either of us may disclose information where the law requires it, and will tell the other first where the law allows.

When we may suspend access. We may suspend access to all or part of the Services only for one or more of these reasons:

• there is a security risk to your Account, the Services, other customers or our providers
• the law, a court or a regulator requires it
• you have materially breached these terms, or you keep breaching them after we have asked you to stop
• fees are still unpaid after we have told you about the failed payment
• a provider of a Connected Service or of a service we depend on requires it.

How suspension works. We will tell you before we suspend access where that is practical and safe, and otherwise as soon as we can afterward. We will suspend only what is needed, for example one connection and not the whole Account, and restore access promptly once the reason is fixed. If a suspension that was not caused by your breach or an unpaid fee lasts more than 30 days in a row, you may end this agreement, and we will refund your unused fees and the fees for the time you were suspended.

How you can end this agreement. To end this agreement, close your Account. The account owner does this in Settings, under Data and account removal, by choosing Delete account. Until then this agreement and the Data Processing Addendum keep applying, even if you have cancelled your Plan. You may also end this agreement at once if we materially breach it and do not fix the breach within 14 days after you tell us about it. We will then refund your unused fees.

How we can end this agreement. We may end this agreement:

• if you materially breach it, meaning a serious breach such as not paying fees that are due or breaking the rules in section 10, and do not fix the breach within 14 days after we tell you about it in writing
• at once, if the law requires us to, or if your use of the Services is causing serious harm that suspension cannot stop
• for any other reason, by giving you at least 30 days' written notice. In that case we refund your unused fees.

If your Plan ends but your Account stays open. We keep your Account and Your Data, apart from what section 6 says is deleted, so that you can come back, until you close the Account or ask us to delete Your Data.

Terms that continue. Sections 5, 8, 11 to 16, 18, 19 and 21 continue to apply after this agreement ends, as does any right to a refund or duty to pay fees that arose before it ended. The Data Processing Addendum keeps applying to Your Data for as long as we hold it.

Your rights under the law come first. Nothing in these terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded.

Where the Australian Consumer Law applies. Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. Where that law applies and allows us to limit our liability for failing to meet a consumer guarantee, and it is fair and reasonable for us to do so, our liability for that failure is limited to supplying the Services again or paying the cost of having them supplied again.

What we promise. We will provide the Services with reasonable care and skill, and they will substantially match their description in these terms and in our help articles. If they do not, tell us. Section 13 lets you end this agreement, with a refund, if we do not fix a material breach, and you keep every right and remedy the law gives you.

What we do not promise. Apart from your rights under the law, we do not promise that data from a Connected Service is accurate, complete or up to date, that AI Output is correct, that you will get any particular business result, or that the Services will be free from interruption or error.

Why this section is here. Our prices reflect the way this section shares risk. It applies to both of us in the same way, and section 14 takes priority over it.

Loss neither of us is responsible for. Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, arising from this agreement or the Services. This does not apply to loss that you are entitled to recover under the Australian Consumer Law or another law that cannot be excluded.

The cap. Each side's total liability to the other arising from this agreement or the Services is limited to the fees you paid for the Services, to us or through a platform, in the 12 months before the event that first gave rise to the claim, or USD 1,000 if that is more. For example, if you paid USD 2,400 in those 12 months, the most you could recover for a fault that we caused is USD 2,400, unless section 14 or an exception below applies.

What is not limited. Neither the exclusion of indirect loss nor the cap limits or excludes either side's liability for:

• fraud or willful misconduct
• gross negligence
• death or personal injury caused by negligence
• fees you owe under this agreement
• the indemnities in section 16
• what either of us owes directly to an individual under data protection law, or under the transfer clauses in the Data Processing Addendum where they apply
• anything else that the law does not allow to be limited or excluded.

Sharing responsibility. Each side's liability is reduced to the extent that the other side caused or contributed to the loss. Each of us must take reasonable steps to reduce any loss it suffers.

Our indemnity. We will defend you against a claim by someone else that your use of the Services, as these terms allow, infringes their intellectual property rights, and we will pay the damages and costs that a court awards against you or that we agree in a settlement. We may change the Services so that they no longer infringe, obtain the right for you to keep using them, or end the affected part and refund your unused fees for it. This does not cover a claim to the extent it is caused by Your Data, a Connected Service, or use of the Services in breach of these terms.

Your indemnity. You will defend us against a claim by someone else to the extent it is caused by your breach of these terms, your unlawful use of the Services, or your not having the right to connect an account or to give us data. You will pay the damages and costs that a court awards against us or that you agree in a settlement. This does not cover a claim to the extent that we caused or contributed to it.

How an indemnity works. The side asking to be covered must tell the other about the claim promptly, let it control the defense and any settlement, give reasonable help at the other's cost, and take reasonable steps to reduce its loss. The defending side must not agree a settlement that makes the other admit fault or pay money without its consent.

Why we may change these terms. We may change these terms because of a change in the law or a regulator's requirements, a security need, a change to the Services, a requirement of a provider or platform we depend on, or to make the wording clearer or fix a mistake.

Changes that reduce your rights or add to your obligations. We will give you at least 30 days' notice before a change of this kind applies to you, by email to the account owner and by a notice in the Services. If you do not accept the change, you may cancel before it applies, and we will refund your unused fees. If you keep your Account open after the date in the notice, the changed terms apply to you from that date.

Other changes. Any other change, such as correcting a typing error or describing a new feature, takes effect when we post the updated terms with a new date. If you think such a change does reduce your rights or add to your obligations, tell us within 30 days after it is posted. If it does, it will not apply to you until you have had the notice and the choice above.

No backdating. A change does not apply to anything that happened before it took effect.

Governing law and courts. This agreement is governed by the law of Western Australia. The courts of Western Australia, and the Federal Court of Australia sitting in Western Australia, hear any dispute about it. Court proceedings must be brought in those courts, unless a law that cannot be excluded gives you the right to bring them somewhere else.

Your local protections. Choosing the law of Western Australia does not take away any protection that the law of your own country gives you and that cannot be excluded by agreement. These terms do not require arbitration.

Transferring this agreement. You may transfer this agreement with our written consent, which we will not unreasonably withhold. We may transfer it to a company in our group or to a buyer of our business, and we will tell you if we do. If that is to your detriment, you may cancel and we will refund your unused fees.

Events outside reasonable control. Neither of us is responsible for a failure or delay caused by an event outside its reasonable control, such as a natural disaster, an internet or power failure, or a provider outage that it could not reasonably have prevented. The affected side must tell the other and take reasonable steps to limit the effect. This does not excuse payment for Services already provided. If the event stops the Services from working for more than 30 days in a row, either of us may end this agreement, and we will refund your unused fees and the fees for the time the Services were not working.

The whole agreement. This agreement is the whole agreement between you and us about the Services and replaces earlier agreements about them. This does not limit any liability either of us has for a misleading or deceptive statement. If a court finds that part of these terms cannot be enforced, the rest still applies. A right that is not enforced straight away is not given up.

Relationship and other people's rights. You and we are independent businesses. This agreement does not create a partnership, a joint venture, an agency or an employment relationship. Nobody else has rights under it, except that people whose personal information we handle for you have the rights that the Data Processing Addendum and data protection law give them, and Apple has the rights in section 20.

Sanctions. Each of us will comply with the export control and sanctions laws that apply to it.

The apps. The Nummbas apps for iOS and Android are part of the Services and are included in every Plan. You sign in with an Account created on the web and close it in the web app. We do not sell anything inside the apps. Their push notifications can include figures from your business, and you can turn them off in your device settings or in the app.

Apple. These terms apply to the iOS app:

• This agreement is between you and us, not Apple. We, not Apple, are responsible for the app and its content, and Apple has no duty to maintain or support it.
• You may use the app only on Apple devices that you own or control, as Apple's usage rules allow, and you cannot transfer that right.
• If the app does not meet a warranty that applies to it, you may tell Apple, and Apple will refund any price you paid for it. The app has no purchase price, and Apple has no other warranty obligation.
• We, not Apple, deal with any claim about the app, including product liability claims, claims that it does not meet a legal requirement, claims under consumer protection or privacy law, and intellectual property claims. Sections 14 to 16 set out what we are liable for. Send questions, complaints and claims to us (section 22).
• You confirm that you are not located in a country that is subject to a United States Government embargo, or that the United States Government has designated as a "terrorist supporting" country, and that you are not on any United States Government list of prohibited or restricted parties.
• You must follow any other terms that apply when you use the app, such as your mobile data agreement.
• Apple and its subsidiaries are third-party beneficiaries of these terms as they relate to the app, and Apple may enforce them against you.

Google. This agreement is between you and us, not Google. Google is not responsible for the Android app and has no liability to you under these terms. You must also follow the Google Play terms that apply to you.

How this section works. These terms add to the rest of the agreement for customers in the places named, and they take priority there where they differ.

United Kingdom. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. The limits in section 15 apply only so far as they are reasonable under the Unfair Contract Terms Act 1977.

European Economic Area. Nothing in these terms takes away a protection that the law of your country gives you and that cannot be excluded by agreement. The features listed in section 7 are AI systems.

Switching in the European Economic Area. These rules apply to the extent the EU Data Act's rules on switching between data processing services apply to your use of Nummbas. You may tell us at any time that you want to move to another provider or to your own systems, and we will not require more than 2 months' notice. We will give you reasonable help during a transition period of up to 30 days. You then have at least 30 days to retrieve Your Data, as section 5 describes, before we delete it as section 13 describes. We do not charge for switching. This agreement ends for the Services you have moved when the move is complete, and we tell you when it has ended. The Privacy Policy says where our servers and database are located.

The company behind Nummbas. Nummbas is operated by:

Implemit Pty Ltd, trading as Nummbas
ABN 22 690 942 495, ACN 690 942 495
Level 25 Capital Square Tower 3
1 Spring St
Perth WA 6000, Australia