terms & Conditions

Learn how Numerik functions,

your rights, and our duties

  1. Application of Terms

    1. These Terms apply to your use of the Services. By accessing and using the Website and the Services:
      1. you agree to these Terms; and
      2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
    2. If you do not agree to these Terms, you are not authorized to access and use the Services, and you must immediately stop doing so.
    3. Where you have signed a separate written agreement with Numerik, if there is any inconsistency between these Terms and that separate agreement, the separate agreement prevails.

  2. Changes

    1. Numerik may change these Terms, including the Product Terms, at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms and Product Terms. By continuing to access and use the Services, you agree to be bound by the changed Terms and Product Terms. Subject to clause 2.3, if you do not agree to any change, you must immediately cease your access to and use of the Services.
    2. Numerik may change, suspend, discontinue, or restrict access to, the Services without notice or liability.
    3. If a change made under clause 2.1 is detrimental to you or you do not otherwise agree with the change, within the 20 days from the effective date of the change, you may terminate these Terms and your right to access and use the Services. If you give notice under this clause 2.3, the previous version of the Terms will apply to your access to and use of the Services during the notice period. If you exercise this termination right and you have pre-paid Fees covering the period after the termination date, Numerik will refund that part of the Fees that relates to the period after the termination date.
    4. These Terms were last updated on 07/05/2026.

  3. Interpretation

    1. Definitions: In these Terms, the following terms have the stated meaning: Term Meaning AI Functionality has the meaning given in clause 6.3a. AI Functionality Providers the third party providers of the AI Functionality. AI Output means any schedule, agenda, opportunity or sales prospect, total addressable market estimate, recommendation (including suggested next best action), prospect spending or purchase estimate, data summary, image (including photograph), contact detail, news alert on customers, prospects or contacts, or other output produced by using the AI Functionality. Confidential Information any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, these Terms. Numerik’s Confidential Information includes Intellectual Property owned by Numerik (or its licensors), including the Numerik Software. Your Confidential Information includes the Data. Data all data, content, images (including photographs), and information (including Personal Information) owned, held, used or created by or on your behalf that is stored using, or inputted or imported into, the Services. Data may include data, content, images (including photographs), and information (including Personal Information) about your end-customers. Data Protection Laws
      • in respect of Numerik, the New Zealand Privacy Act 2020 and, to the extent that we have entered into a GDPR Data Processing Agreement with you, EU/UK Data Protection Laws; and
      • in respect of you, all data protection or privacy laws applicable to you, your operations, and your Data, including the New Zealand Privacy Act 2020.
      EU/UK Data Protection Laws all laws and regulations, including laws and regulations of the European Union, its member states and the United Kingdom, that apply to the processing of Data, including (where applicable) the European Union General Data Protection Regulation 2016/679 and the equivalent laws of the United Kingdom. Fees the then current subscription and other fees set out on the Website for the Services, or as otherwise agreed in writing with Numerik, and includes any credit purchased by you to enable your use of AI Functionality. Free Product a Product that is made available as part of the SaaS Service at no charge. Force Majeure an event that is beyond the reasonable control of a party, excluding:
      • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
      • a lack of funds for any reason.
      GDPR Data Processing Agreement a separate written agreement between us relating to the processing of Personal Information the subject of EU/UK Data Protection Laws through the SaaS Service. Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property. Malicious Code any virus, interruptions, logic bombs, Trojan horses, locks, spyware, or other forms of malicious code or performance impediments. Numerik Software the software owned by Numerik (and its licensors) that is used to provide the SaaS Service. Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, abusive, fraudulent, indecent, pornographic, racist, deceptive, unlawful in any way (including encouraging unlawful conduct), or otherwise inappropriate, as determined by Numerik in its sole opinion. Permitted Users those of your personnel (or, with Numerik’s prior written consent, end-customers) who are authorised to access and use the Services on your behalf in accordance with clause 5.3. Personal Information information about an identifiable, living person, including personal data, personally identifiable information and equivalent information under applicable Data Protection Laws. Product a unique product offering that forms part of the SaaS Service. The SaaS Service comprises one or more of the following Products:
      • Website;
      • Find;
      • Win; and
      • Enterprize (which is only available to Numerik customers of a certain size).
      Product Terms the Product Terms that apply to the use of an individual Product. The Product Terms are set out in the Schedule to these Terms. Referral a referral of a prospective customer by you to either Numerik and/or another SaaS Service user. Without limit, a Referral may comprise all or part of Data and/or an AI Output. Related Services any related service that Numerik separately agrees in writing to provide you under these Terms, including onboarding services. SaaS Service the sales management tool that assists sales professionals to monitor and achieve sales targets which may be accessed through the Website or a Numerik application. The SaaS Service comprises one or more Products to which you have subscribed (and paid any applicable Subscription Fee). Subject to anything to the contrary in these Terms, the SaaS Service includes the AI Functionality described, or cross-referred to, in the Product Terms.

      To avoid doubt and despite these Terms setting out the terms and conditions relating to all Products, the SaaS Service excludes any Product to which you have not subscribed (and have not paid any applicable Subscription Fee).

      The SaaS Service is described in more detail on the Website, as the Website is updated from time to time. Services the SaaS Service and any Related Service. Start Date the date on which you first access and use the Services Terms these terms and conditions titled Numerik Terms of Use. Underlying Systems the Numerik Software, IT solutions, applications, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks. Website www.numerik.io or such other site notified to you by Numerik. Year a 12 month period starting on the Start Date or the anniversary of that date. You (when used with upper or lower case) you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
    2. Interpretation: In these Terms:
      1. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
      2. words in the singular include the plural and vice versa; and
      3. a reference to:
        1. a party to these Terms includes that party’s permitted assigns;
        2. personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include Numerik. Where Numerik has entered into a GDPR Data Processing Agreement with you, a reference to our personnel includes a “sub-processor” as defined in that agreement;
        3. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
        4. including and similar words do not imply any limit; and
        5. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

  4. Services

    1. General: Subject to your compliance with these Terms, including the payment of all Fees, Numerik must:
      1. provide access to the SaaS Service (subject to the completion of any onboarding Related Services that we agree to provide to you); and
      2. use reasonable efforts to provide the Services:
        1. in accordance with these Terms and New Zealand law;
        2. exercising reasonable care, skill and diligence; and
        3. using suitably skilled, experienced and qualified personnel.
    2. Non-exclusive: Numerik’s provision of the Services to you is non-exclusive. Nothing in these Terms prevents Numerik from providing the Services to any other person.
    3. Product specific terms: Your use of each Product is subject to your compliance with the applicable Product Terms. To the extent of any inconsistency between these Terms and the Product Terms, the Product Terms prevail.
    4. Availability:
      1. Subject to clause 4.4b, Numerik will use reasonable efforts to ensure the SaaS Service is available on a 24/7 basis. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. Numerik will use reasonable efforts to publish on the Website advance details of any unavailability.
      2. Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features, including the AI Functionality, and third party data. Numerik does not make any warranty or representation on the availability of those features, AI Functionality, or data, and to the maximum extent permitted by law, Numerik excludes all responsibility and liability for those features, AI Functionality, and data, and in relation to their providers. Without limiting the previous sentence, if a third party feature, AI Functionality, or data provider ceases to provide that feature, AI Functionality, or data, or ceases to make that feature, AI Functionality, or data available on reasonable terms, Numerik may cease to make available that feature, AI Functionality, or data to you. To avoid doubt, if Numerik exercises its right to cease the availability of a third party feature, AI Functionality, or data, you are not entitled to any refund, discount or other compensation.
      3. With your consent, certain Products will integrate with, and/or access, Customer owned or licensed systems and software (e.g. Microsoft Outlook and Google Gmail). You must ensure that you have full rights to use those systems and software and that your use, including in conjunction with the Products, complies with any licensor’s terms of use.
    5. Related Services and new features:
      1. Where separately agreed in writing, Numerik will provide the onboarding Related Services to you to enable you to access and use the SaaS Service.
      2. At your reasonable request and subject to you paying any additional Fee required by Numerik, Numerik will upload Data to the SaaS Service on your behalf. Any Data to be uploaded must be supplied, and be cleansed, formatted and delivered, to Numerik in accordance with Numerik’s reasonable directions. Without limiting clause 11.2a, Numerik is not responsible or liable for any Data loss prior to it being uploaded into the SaaS Service or for any failure to upload Data to the extent the Data does not comply with Numerik’s directions.
      3. In addition, Numerik may, from time to time, make available additional services to supplement the SaaS Service. At your request and subject to you paying the applicable Fees, Numerik may agree to provide to you an additional Related Service on these Terms.
      4. From time to time, Numerik may make available new features or functionality as part of the SaaS Service. Those new features and functionality may be subject to additional Fees and/or additional conditions. Your access to any new feature or functionality will be subject to you agreeing to pay any additional Fee and/or to comply with any additional condition.
    6. White labelling: Numerik offers white labelling of the SaaS Service. White labelling is subject to separate terms and conditions. If you seek to white label the SaaS Service, please contact support@numerik.ly. Nothing in these Terms grants you the right to white label the SaaS Service.

  5. Your Obligations

    1. General use: You, your Permitted Users, and your personnel must:
      1. use the Services, including any AI Output, in accordance with these Terms solely for:
        1. subject to clause 5.5, your own internal business purposes; and
        2. lawful purposes (including complying with the New Zealand Unsolicited Electronic Messages Act 2007 or any equivalent applicable legislation outside of New Zealand); and
      2. not resell or make available the Services or any AI Output to any third party, or otherwise commercially exploit the Services or any AI Output, including not republishing or distributing any AI Output to another person.
    2. Access conditions: When accessing the SaaS Service, you, your Permitted Users, and your personnel must:
      1. not impersonate another person or misrepresent authorisation to act on behalf of others or Numerik;
      2. correctly identify the sender of all electronic transmissions;
      3. not attempt to undermine the security or integrity of the Underlying Systems;
      4. not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service, including not introducing (whether intentionally or not) any Malicious Code;
      5. not attempt to view, access or copy any material or data other than:
        1. that which you are authorised to access; and
        2. to the extent necessary for you and your Permitted Users to use the SaaS Service in accordance with these Terms;
      6. not attempt to view, access or copy any new feature or functionality of the SaaS Service to which additional Fees or additional conditions apply without paying those Fees or agreeing to those conditions;
      7. neither use the SaaS Service or any AI Output in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
      8. comply with any terms of use on the Website, as updated from time to time by Numerik.
    3. Permitted User:
      1. Without limiting clause 5.2, no individual other than a Permitted User may access or use the SaaS Service.
      2. You may authorise any member of your personnel (or, with Numerik’s prior written consent, an end-customer) to be a Permitted User, in which case you will
        1. where Numerik manages the Permitted User setup for you, provide Numerik with the Permitted User’s name and other information that Numerik reasonably requires in relation to the Permitted User; and
        2. where you manage your own Permitted User setup, setup that Permitted User through the self-service functionality in the SaaS Service.
      3. Each Permitted User must have a separate login and must keep their login, password and any other system access credentials confidential and secure, including not sharing those details with any other Permitted User. You must immediately notify us if a Permitted User breaches this clause.
      4. Without limiting clause 5.3e, you must procure each Permitted User’s compliance with clauses 5.1, 5.2, 5.3c, and 6.3e and any other reasonable condition notified by Numerik to you.
      5. A breach of any provision of these Terms by your personnel and/or a Permitted User is deemed to be a breach of these Terms by you.
    4. Authorisations: You are responsible for procuring all licences, authorisations and consents required for you and your Permitted Users to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.
    5. Referrals: Where your use of the SaaS Service generates a prospective Referral and you are a member of Numerik's referral program, you may submit that Referral to Numerik and/or a SaaS Service user in accordance with any referral program terms and conditions (as set out on the Website and as updated from time to time by Numerik). Without limiting those terms and conditions, where you make a Referral, you must ensure that:
      1. the Referral is legal, accurate, up-to-date, correct, and not misleading or Objectionable (regardless of how the Referral was generated, e.g. from your own Data and/or an AI Output); and
      2. you have all consents and approvals (including from the relevant individual to the extent that the Referral includes personal information) that are necessary for you to share the Referral with Numerik and/or another SaaS Service user and for Numerik and/or another SaaS Service user to use that Referral in accordance with the terms and conditions of the referral program.

  6. Data

    1. Responsibility for Data: Without limiting clause 5.2g, you (and not Numerik) are responsible and liable for:
      1. ensuring all Data (including any target, financial or other analysis forming part of the Data) is accurate, up-to-date, correct and not misleading, including where Numerik has uploaded that Data on your behalf or the Service has accessed or imported that Data through an integration to any system owned by you or licensed to you by a third party licensor; and
      2. any decision you or a third party (including an end-customer) makes relating to or based on the Data, e.g. a financial decision or otherwise.
    2. Numerik access to Data: You acknowledge that:
      1. Numerik may require access to the Data to exercise its rights and perform its obligations under these Terms; and
      2. to the extent that this is necessary but subject to clause 9 and any GDPR Data Processing Agreement, Numerik may authorise a member or members of its personnel to access the Data for this purpose.
    3. AI Functionality:
      1. You acknowledge that certain Products forming part of the SaaS Service include tools that interoperates with third party natural language processing and artificial intelligence services (AI Functionality), broadly categorised as follows.
        1. Outputs AI Functionality - AI Functionality that uses your Data together with publicly available information, including from social media and professional networking websites, to create schedules, agendas, and opportunities, to assist you to maximize sales growth.
        2. Inputs AI Functionality - AI Functionality that uses your Data together with publicly available information, including from social media and professional networking websites, to find new sales prospects and to estimate your total addressable market (TAM).
        3. Both Outputs AI Functionality and Inputs AI Functionality - A combination of both Outputs AI Functionality and Inputs AI Functionality.
      2. See the Product Terms for whether there is any AI Functionality included in a Product, including the AI data models used as part of that AI Functionality.
      3. You acknowledge and agree that the use of a Product that includes AI Functionality requires the use and processing of your Data, and:
        1. for the AI Functionality to be able to fully use and process your Data, you may need to enable access to your Data sources (e.g. Microsoft 365, Google, etc.). While the AI Functionality provides check boxes for you to enable access, you may need to change your internal system controls to enable this access. It is your responsibility to ensure that you:
          • do not check a box that enables the AI Functionality to access one of your Data sources if you do not want that source accessed; and
          • have in place suitable internal delegations to ensure that only Permitted Users authorised by you have the right to check those boxes; and
        2. if you do not want the AI Functionality to use and process your Data, you must not use the Product. Please contact Numerik at support@numerik.ly to determine whether your Data requirements can be accommodated with the use of AI Functionality forming part of a Product.
      4. You agree that, if you use a Product that includes AI Functionality, the AI Functionality Providers may:
        1. merge Data with third party data (including publicly available information) to produce the AI Outputs for your use in accordance with this Agreement;
        2. run Data through automated content classifiers to create metadata which does not contain Data;
        3. access and use Data to provide support, investigate potential AI Functionality abuse, or where required by law applicable to the provider; and
        4. retain Data for 30 days for the purposes set out above.
      5. For AI Outputs, you and your Permitted Users must:
        1. only access and download an AI Output using a standard web browser for individual use, including not printing more than a single copy of that AI Output for your use in accordance with these Terms, including clause 5.1; and
        2. maintain any proprietary notice on the AI Output.
      6. In some cases, to use the AI Functionality, an AI Functionality Provider may require you to comply with its terms of use, as they are updated by the provider in accordance with those terms of use, or may require additional rights or the imposition of additional obligations on you. These terms of use, rights and/or additional obligations are cross-referred to, and/or et out or linked, in the Product Terms (in some cases, the Product Terms may link through to the Website, where the details are set out). You agree that you are bound by those terms of use, or those additional rights and obligations, as they are updated from time to time. If there is any inconsistency between those terms of use and these Terms, those terms of use apply to the extent of that inconsistency but only in respect of your use of the AI Functionality and any AI Output from that functionality.
      7. Numerik will not, except with your separate agreement in writing, allow the AI Functionality Providers to use or retain Data for artificial intelligence/machine learning training purposes.
      8. You acknowledge and agree that:
        1. the AI Outputs are generated by natural language processing and artificial intelligence;
        2. you are using and relying on the AI Outputs at your own risk, and on an “as is” and “as available” basis;
        3. AI Functionality may produce AI Outputs that are factually incorrect, irrelevant, nonsensical, false, and/or misleading (AI Hallucinations); and
        4. without limiting clause 6.3 h iii, Numerik does not check the AI Outputs to ensure that they are correct, accurate, complete, current, or suitable for use or purpose (together, the quality standards). You are responsible for evaluating the AI Outputs to ensure they are suitable for use and they meet any quality standard that you require. The provision of an AI Output does not constitute financial advice on any product, service or cause of action, and you are responsible for obtaining advice from a qualified person to the extent that you intend to make financial decisions in reliance on an AI Output. To the maximum extent permitted by law, Numerik disclaims all warranties, conditions, guarantees, and/or representations relating to the AI Functionality and/or AI Outputs, including relating to the quality standards. You agree that Numerik has no responsibility or liability in relation to the AI Functionality, AI Hallucinations, and/or AI Outputs or your use of them.
    4. Consents and instructions:
      1. You must arrange all consents, approvals, and instructions (including from any other data controller of the Data) that are necessary for:
        1. Numerik to access the Data as described in clauses 6.2 and 6.3;
        2. the AI Functionality to access, process and use Data from the Data sources authorised by you (by checking the relevant box in the AI Functionality); and
        3. the AI Functionality Providers to access, process and use the Data as described in clause 6.3d, and as referred to in clause 6.3f, and in accordance with any applicable Product Term (including any AI Functionality terms of use described or cross-referred to in the Product Terms).
      2. These Terms, including the consents in clause 6.4a, are your final and complete instructions for the processing of Data, including Personal Information, as at the time these Terms take effect. Any additional or alternative instructions, including under an applicable GDPR Data Processing Agreement, must be agreed between you and Numerik separately in writing. You are solely responsible for ensuring that your instructions comply with applicable Data Protection Law.
    5. Analytical Data: You acknowledge and agree that:
      1. Numerik may:
        1. use Data and information about your (and your end-customers) use of the Services to:
          • provide to you comparative and other statistical information on your growth, including compared to other Numerik customers; and
          • generate anonymised and aggregated statistical and analytical data (Analytical Data);
        2. use Analytical Data for Numerik’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
        3. make publicly available that Analytical Data to third parties, including through Numerik created indexes showing and customer growth on an anonymized basis;
      2. Numerik’s rights under clause 6.5a above will survive termination or expiry of these Terms; and
      3. title to, and all Intellectual Property Rights in, Analytical Data is and remains Numerik’s property.
    6. Personal Information:
      1. You acknowledge and agree that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services:
        1. Numerik is acting as an agent, service provider, and/or data processor for the purposes of Data Protection Laws; and
        2. you must obtain all necessary consents from the relevant individual to enable Numerik to collect, use, hold and process that information in accordance with these Terms.
      2. You must not use the Services to process (including to transmit or store) any Personal Information that is regulated by EU/UK Data Protection Laws unless and until you have agreed in writing with us a separate GDPR Data Processing Agreement.
      3. You acknowledge and agree that, to the extent that Data contains Personal Information, an AI Functionality Provider that collects, holds, processes, or discloses that information is not acting as an agent of, and/or data processor for, and/or service provider to, you for the purposes of applicable privacy and data protection laws. You must not input Personal Information into, or request Personal Information using, AI Functionality unless you have obtained all necessary consents from the relevant individual to enable the provider to collect, use, hold and process that information for the purposes of providing the AI Functionality and the purposes described in clause 6.3d.
    7. Data protections:
      1. The SaaS Service is multi-tenanted and operates logical segregation of Data between Numerik’s customers to protect your Data from unauthorised access by other Numerik customers. As a Related Service and at additional Fees, Numerik offers other segregation options and controls which may be implemented when you are onboarded or at a later time. If you wish to explore these options, please contact support@numerik.ly.
      2. Details of the technical and operational security measures applying to the SaaS Service are described at https://numerik.trust.site/, as that site is updated from time to time by Numerik.
      3. While Numerik will take standard industry measures to back up all Data stored using the Services, you agree to keep a complete and separate copy of all Data uploaded by you (or by Numerik on your behalf) onto the SaaS Service.
    8. International storage of Data: You agree that Numerik may store Data (including any Personal Information) in secure servers in Australia and the United States of America, and may access that Data (including any Personal Information) in Australia, the United States of America, and New Zealand from time to time.
    9. Indemnity: You indemnify Numerik against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Numerik’s solicitors) and loss of any kind arising from:
      1. the introduction (whether intentional or not) by you, your Permitted Users, or your personnel of any Malicious Code into the Underlying System; and
      2. any actual or alleged claim by a third party that any Data or Referral infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

  7. Fees

    1. Application: This clause 7 does not apply to Permitted Users (being personnel and, with Numerik’s prior written consent, end-customers of a person who has an account with Numerik – see the definition of Permitted User in clause 3.1). The account-holder (and not the Permitted Users) will pay the Fees relating to the Permitted Users’ use of the Services.
    2. Fees:
      1. You must pay to Numerik the Fees. Except to the extent expressly stated in these Terms or required by applicable law, the Fees are non-refundable.
      2. You may pay the Fees by direct transfer or:
        1. for Fees for Related Services (including onboarding) by direct debit; or
        2. for Fees for the Services subscription and/or AI credits, by using our merchant of record – details are available on the Website.
      3. Where a Product's use requires the purchase of AI credits, the subscription Fees for that product will include a set number of AI credits for each subscription period. If you require additional AI credits in a subscription period, further AI credits may be purchased by you to use the AI Functionality forming part of the relevant Product in that period. Your use of the AI Functionality forming part of that Product is limited to the number of credits purchased by you (via the subscription Fees and any further AI credit purchases). AI credits are subject to additional terms and conditions, including relating to expiry (see the Website).
    3. Direct debit and credit card: If you are paying the Fees by direct debit or credit card:
      1. the Fees will be debited to your nominated account or charged to your valid credit card in advance of the payment date (e.g. for a credit card, in advance of each Service subscription period);
      2. if Numerik (or the merchant of record) is unable to collect the Fees from your nominated account or credit card for any reason, including where there are insufficient funds, you have reversed the direct debit authority or your card has expired, you remain responsible for any uncollected amounts and Numerik may suspend your access to the Services without notice until payment of the uncollected amounts is made in full; and
      3. in respect of payments using Numerik’s merchant of record and/or credit card payments:
        1. these payments may be managed by Numerik’s merchant of record or another third party subscription payment company. You agree that, in respect of those payments:
        2. you must ensure you provide accurate payment information to any merchant of record or subscription payment company that Numerik uses, including updating the information to keep it current; and
        3. Numerik does not access, store, or handle your payment card information.
    4. Invoicing and payment:
      1. Numerik will provide you with valid GST tax invoices on the dates set out in the Payment Terms, or if there are none, monthly in arrears for the Fees due in the previous month.
      2. The Fees exclude GST, which you must pay on taxable supplies under these Terms.
      3. For direct transfers, you must pay the Fees:
        1. electronically in cleared funds without any set off or deduction; and
        2. on or before the due date set out on the Website or otherwise agreed in writing by Numerik in advance. If payment of the Fees is not made by the due date, Numerik may immediately suspend your access to and use of the Services.
    5. Overdue amounts: Numerik may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by Numerik’s primary trading bank as at the due date (or, if Numerik’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
    6. Increases:
      1. Numerik may increase the Fees by giving at least 30 days’ notice. To avoid doubt, additional Fees may be payable if you want to access features or functionality which are in addition to the core functionality covered by the Fees.
      2. If you do not wish to pay the increased Fees, you may terminate these Terms on no less than 30 days’ notice, provided the notice is received by Numerik before the effective date of the Fee increase. If you do not terminate these Terms in accordance with this clause, you are deemed to have accepted the increased Fees. If you exercise this termination right and you have pre-paid Fees covering the period after the termination date, Numerik will refund that part of the Fees that relates to the period after the termination date.

  8. Intellectual Property

    1. Ownership:
      1. Subject to clause 8.1b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of Numerik (and its licensors). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
      2. Title to, and all Intellectual Property Rights in:
        1. the Data (as between the parties) remains your property. You grant:
          • Numerik a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with these Terms; and
          • the providers of the AI Functionality a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for the purposes of providing the AI Functionality and the purposes described in clause 6.3d and referred to in clause 6.3f; and
        2. the AI Outputs are your property, except to the extent that they comprise third party data, information and materials (including publicly available information). The relevant third party retains ownership of that data, information and materials. Despite the ownership position in this clause, you must comply with all restrictions in these Terms in respect of the use of the AI Outputs.
    2. Know-how: To the extent not owned by Numerik, you grant Numerik a royalty-free, transferable, irrevocable and perpetual licence to use for Numerik’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by Numerik in the provision of the Services.
    3. Feedback: If you provide Numerik with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
      1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Numerik; and
      2. Numerik may use or disclose the feedback for any purpose.
    4. Third party sites and material: You acknowledge that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Numerik endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, Numerik excludes all responsibility or liability for those websites or feeds.

  9. Confidentiality

    1. Security: Each party must, unless it has the prior written consent of the other party:
      1. keep confidential at all times the Confidential Information of the other party;
      2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
      3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 9.1a and 9.1b.
    2. Permitted disclosure: The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
      1. for the purpose of performing these Terms (including, in the case of Numerik, allowing Data to be processed through AI Functionality to produce the AI Outputs where you are using a Product that includes AI Functionality) or exercising a party’s rights under these Terms;
      2. required by law (including under the rules of any stock exchange);
      3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      4. which was rightfully received by a party to these Terms from a third party without restriction and without breach of any obligation of confidentiality; or
      5. by Numerik if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Numerik enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

  10. Warranties

    1. Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms which, when signed, will constitute binding obligations on the warranting party.
    2. No implied warranties: To the maximum extent permitted by law:
      1. Numerik’s warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the New Zealand Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD500.00; and
      2. Without limiting clause 6.3hiv, Numerik makes no representation concerning the quality of the Services and does not promise that the Services will:
        1. meet your requirements or be suitable for a particular purpose, including that the use of the Services will fulfil or meet any statutory role or responsibility of yours; or
        2. be secure, free of viruses or other harmful code, uninterrupted or error free.
    3. Consumer Guarantees Act: You agree and represent that you are acquiring the Services, and entering these Terms, for the purposes of trade. The parties agree that:
      1. to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Services or these Terms; and
      2. it is fair and reasonable that the parties are bound by this clause 10.3.
    4. Limitation of remedies: Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, the liability of Numerik for any breach of that condition or warranty is limited, at Numerik’s option, to:
      1. supplying the Services again; and/or
      2. paying the costs of having the Services supplied again.

  11. Liability

    1. Liability:
      1. To the maximum extent permitted by law and without limiting clause 6.3h:
        1. your access and use of the Free Products, the AI Functionality and/or any AI Output is at your own risk;
        2. Numerik is not liable or responsible to you or any other person for any Loss under or in connection with these Terms or relating to the Free Products, the AI Functionality, and/or any AI Output, or your access and use of (or inability to access or use) the Free Products, the AI Functionality, and/or any AI Output; and
        3. Numerik is not liable or responsible to you or any other person for any Loss under or in connection with these Terms or relating to any claim that AI Functionality and/or any AI Output breaches any third party right (including intellectual property rights and/or privacy rights).
        The exclusions in this clause 11.1a apply regardless of whether Numerik’s liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise
      2. Except to the extent that clauses 6.3h and 11.1a apply, the maximum aggregate liability of Numerik under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you under these Terms in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 11.1 includes the cap set out in clause 10.2a.
    2. Unrecoverable loss: Neither party is liable to the other under or in connection with these Terms or the Services for any:
      1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
      2. consequential, indirect, incidental or special damage or loss of any kind.
    3. Unlimited liability:
      1. Clauses 11.1 and 11.2 do not apply to limit Numerik’s liability under or in connection with these Terms for:
        1. personal injury or death;
        2. fraud or wilful misconduct; or
        3. a breach of clause 9.
      2. Clause 11.2 does not apply to limit your liability:
        1. to pay the Fees;
        2. under the indemnity in clause 6.9; or
        3. under or in connection with these Terms for those matters stated in clauses 11.3ai to 11.3aiii.
    4. No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
    5. Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms.

  12. Term, Termination and Suspension

    1. Duration: These Terms and your right to access and use the Services:
      1. starts on the Start Date; and
      2. continue until a party terminates these Terms and your right to access and use the Services in accordance with these Terms.
    2. No fault termination:
      1. Numerik may terminate:
        1. your right to access and use a Free Product and/or AI Functionality on notice to you, and your right to access and use that Free Product and/or AI Functionality terminates immediately. On termination, the Free Product and/or AI Functionality is deemed to be removed from these Terms; and
        2. your right to access and use a Product other than a Free Product or these Terms on at least 60 days’ prior notice to you. Where termination relates to a Product only, on termination, the Product is deemed to be removed from these Terms.
      2. You may terminate these Terms and your right to access and use the Services on no less than 60 days’ notice, provided that where you have agreed to a 12 month subscription period, you may not exercise this right prior to the end of that subscription period.
    3. Other termination rights:
      1. Either party may, by notice to the other party, immediately terminate these Terms if the other party:
        1. breaches any material provision of these Terms and the breach is not
          • remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
          • capable of being remedied;
        2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
        3. is unable to perform a material obligation under these Terms for 30 days or more due to Force Majeure.
    4. Consequences of termination or expiry:
      1. Termination or expiry of these Terms does not affect either party’s rights and obligations that accrued before that termination or expiry.
      2. On termination or expiry of these Terms, you must immediately:
        1. pay all Fees for Services provided prior to that termination or expiry; and
        2. cease your access to and use of the Services.
      3. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of these Terms and subject to clause 12.4d, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
      4. At any time prior to one month after the date of termination or expiry, you may request:
        1. a copy of any Data stored using the SaaS Service, provided that you pay Numerik’s reasonable costs of providing that copy. On receipt of that request, Numerik must provide a copy of the Data in a common electronic form. Numerik does not warrant that the format of the Data will be compatible with any software; and/or
        2. deletion of the Data stored using the SaaS Service, in which case Numerik must use reasonable efforts to promptly delete that Data, provided that Numerik may retain a copy of the Data to the extent required to create Analytical Data under clause 6.5. To avoid doubt, clause 9 will continue to apply where Numerik exercises this retention right.
        To avoid doubt, Numerik is not required to comply with clause 12.4di to the extent that you previously requested deletion of the Data.
      5. No compensation is payable by us to you as a result of termination of these Terms for whatever reason. Subject to clauses 2.3 and 7.6b, you will not be entitled to a refund of any Fees that you have already paid.
    5. Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of these Terms, including clauses 6.9, 8, 9, 11, 12.4, 12.5 and 13, continue in force.
    6. Rights to restrict: Without limiting any other right or remedy available to Numerik, Numerik may restrict or suspend your access to the SaaS Service and/or delete, edit or remove the relevant Data if Numerik considers that you (including any of your Permitted Users or personnel) have:
      1. undermined, or attempted to undermine, the security or integrity of the SaaS Service or any Underlying Systems, including by the introduction of Malicious Code;
      2. used, or attempted to use, the SaaS Service:
        1. for improper purposes; or
        2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
      3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
      4. otherwise materially breached these Terms.
    7. Process:
      1. Numerik must notify you where it restricts or suspends your access, or deletes, edits or removes Data, under clause 12.6.
      2. Clause 12.4di will not apply to the extent that it relates to Data deleted or removed under clause 12.6.

  13. Disputes

    1. Good faith negotiations: Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, these Terms through good faith negotiations.
    2. Obligations continue: Each party must, to the extent possible, continue to perform its obligations under these Terms even if there is a dispute.
    3. Right to seek relief: This clause 13 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

  14. General

    1. Force Majeure: Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party:
      1. immediately notifies the other party and provides full information about the Force Majeure;
      2. uses best efforts to overcome the Force Majeure; and
      3. continues to perform its obligations to the extent practicable.
    2. Rights of third parties: No person other than Numerik and you has any right to a benefit under, or to enforce, these Terms.
    3. Waiver: To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.
    4. Independent contractor: Subject to clause 6.6, Numerik is an independent contractor of you, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
    5. Notices: If Numerik needs to contact you, Numerik may do so by email (to the email you provided when you agreed to these terms or any other email listed in your account information) or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms or relating to the Website or the Service by emailing support@numerik.ly.
    6. Severability:
      1. If any provision of these Terms is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
      2. If modification under clause 14.6a is not possible, the provision must be treated for all purposes as severed from these Terms without affecting the legality, enforceability or validity of the remaining provisions of these Terms.
    7. Entire agreement: These Terms sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of these Terms that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 14.7.
    8. Subcontracting and assignment:
      1. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without the prior written consent of Numerik, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
      2. Any change of control of you is deemed to be an assignment for which Numerik’s prior written consent is required under clause 14.8a. In this clause change of control means any transfer of shares or other arrangement affecting you or any member of your group which results in a change in the effective control of you.
    9. Law: these Terms is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms.

Schedule – Product Terms

Website

  1. The Website Product is a Free Product.
  2. The Website Product comprises the following AI Functionality: N/A.
  3. You (and not Numerik) are responsible for setting up the Website Product (within the customisable parameters of that Product) to meet your requirements.

Find

  1. The Find Product is a Free Product.
  2. The Find Product comprises the following AI Functionality: [Outputs AI Functionality / Inputs AI Functionality / both Outputs AI Functionality and Inputs AI Functionality / NA].
  3. Your use of the AI Functionality forming part of the Find Product is subject to:
    • you complying with the AI Functionality Provider's terms of use (see the table in section 4 of these Find Product Terms);
  4. Details of the AI Functionality Provider, the AI models, and the AI Functionality Provider's terms of use for the Find Product are set out on the Website at as follows www.numerik.io/legal/ai-providers, as that page is updated from time to time by Numerik.
  5. You (and not Numerik) are responsible for setting up the Find Product (within the customisable parameters of that Product) to meet your requirements.

Win

  1. You must pay all applicable Fees to use the Win Product, including purchasing AI credits to use the AI Functionality forming part of the Win Product. Your subscription Fees for the Win Product includes a fixed number of AI credits for each subscription period. If you have not used all of your AI credits in any subscription period, those credits expire and do not roll over into the next period. If you have used all of your AI credits, you may purchase additional AI credits from the Website. To see the price of the additional AI credits and the additional terms and conditions that apply to those credits, see the Website.
  2. The Win Product comprises the following AI Functionality: [Outputs AI Functionality / Inputs AI Functionality / both Outputs AI Functionality and Inputs AI Functionality / NA].
  3. Your use of the AI Functionality forming part of the Win Product is subject to:
    • you complying with the AI Functionality Provider's terms of use (see the table in section 4 of these Win Product Terms);
  4. Details of the AI Functionality Provider, the AI models, and the AI Functionality Provider's terms of use for the Win Product are set out on the Website at as follows www.numerik.io/legal/ai-providers, as that page is updated from time to time by Numerik.
  5. You (and not Numerik) are responsible for setting up the Win Product (within the customisable parameters of that Product) to meet your requirements.
  6. The Win Product syncs with the ERP/CRM chosen by you when the Win Product was implemented. This means that any update or change to Data on the Win Product will overwrite Data on the ERP/CRM, and vice versa. Numerik has no responsibility or liability to the extent that a Permitted User incorrectly, inadvertently, or accidentally overwrites Data on either the Win Product or the ERP/CRM, including having no obligation to recreate or reinstate Data to a backed up version if an overwrite occurs.

Enterprize

  1. You must pay all applicable Fees to use the Enterprize Product, including purchasing AI credits to use the AI Functionality forming part of the Enterprize Product. Your subscription Fees for the Enterprize Product includes a fixed number of AI credits for each subscription period. If you have not used all of your AI credits in any subscription period, those credits expire and do not roll over into the next period. If you have used all of your AI credits, you may purchase additional AI credits from the Website. To see the price of the additional AI credits and the additional terms and conditions that apply to those credits, see the Website.
  2. The Enterprize Product comprises the following AI Functionality: [Outputs AI Functionality / Inputs AI Functionality / both Outputs AI Functionality and Inputs AI Functionality / NA].
  3. Your use of the AI Functionality forming part of the Enterprize Product is subject to:
    • you complying with the AI Functionality Provider's terms of use (see the table in section 4 of these Enterprize Product Terms);
  4. Details of the AI Functionality Provider, the AI models, and the AI Functionality Provider's terms of use for the Enterprize Product are set out on the Website at as follows www.numerik.io/legal/ai-providers, as that page is updated from time to time by Numerik.
  5. The Enterprize Product syncs with the ERP/CRM chosen by you when the Enterprize Product was implemented. This means that any update or change to Data on the Enterprize Product will overwrite Data on the ERP/CRM, and vice versa. Numerik has no responsibility or liability to the extent that a Permitted User incorrectly, inadvertently, or accidentally overwrites Data on either the Enterprize Product or the ERP/CRM, including having no obligation to recreate or reinstate Data to a backed up version if an overwrite occurs.
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