Numbra

Terms of Service

Effective Date: May 1, 2025 Last Updated: April 15, 2026

These Terms of Service ("Terms") govern your access to and use of Numbra, the multi-client practice management platform for bookkeepers (the "Service"), operated by ELGADA ("Numbra," "we," "us," or "our").

By creating an account, clicking "I agree," or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not use the Service.

1. Definitions

  • "Bookkeeper" or "You": the individual or entity that subscribes to Numbra to manage client engagements.
  • "Client End-User" or "Your Client": businesses whose financial data is managed by you through Numbra.
  • "Customer Data": all data, content, and information that you or your Client End-Users upload, transmit, or generate through the Service.
  • "Subscription": your paid access to the Service under a specific plan.

2. Eligibility and Account Registration

2.1 Eligibility

You must be:

  • At least 18 years old
  • Authorized to enter into legally binding contracts
  • A US resident or business (the Service is currently targeted to US users; we may expand later)
  • Not barred from receiving the Service under applicable laws (e.g., OFAC sanctions)

2.2 Account Information

You must provide accurate, current, and complete information when creating your account and keep it updated. You are responsible for:

  • Maintaining the confidentiality of your password
  • Enabling and maintaining multi-factor authentication (MFA): required for all accounts
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized access at contact@elgada.tech

2.3 One Person Per Account

Each account is for one individual. On the Starter plan, only the account holder may use the account. On the Pro and Scale plans, you may invite additional users (subcontractors) with their own credentials. Sharing credentials is a breach of these Terms.

3. Subscription, Billing, and Payment

3.1 Plans and Pricing

We offer several subscription plans (Starter, Pro, Scale) with different features and client limits. Current pricing is available at https://numbra.tech/#pricing. We may change pricing for future renewals with at least 30 days notice.

3.2 Trial Period

We may offer a free trial period (typically 14 days). At the end of the trial, your subscription will automatically convert to paid unless you cancel. We will email you a reminder 3 days before the trial ends.

3.3 Billing

  • Subscriptions are billed monthly or annually in advance.
  • Payment is processed by our payment processor (Stripe). By providing payment information, you authorize us to charge your payment method.
  • You are responsible for all applicable taxes (sales tax, VAT, etc.) unless we are required by law to collect them on your behalf.
  • If a payment fails, we will retry up to 3 times over 14 days. If still unpaid, your account may be suspended.

3.4 Refunds

  • Monthly plans: no refunds for partial months. You may cancel at any time, and your access continues until the end of the current billing period.
  • Annual plans: prorated refunds available within the first 30 days of a new annual subscription. After 30 days, no refunds.
  • Exceptions: refunds may be granted at our sole discretion for cases of material Service failure attributable to us (e.g., extended downtime > 5 days in a month).

3.5 Cancellation

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period.

After cancellation:

  • You retain read-only access to your data for 90 days (export possible during this window)
  • After 90 days, your account is deactivated; data is retained per our Privacy Policy Section 5 (financial records for 7 years for compliance, all other data deleted)

4. Your Use of the Service

4.1 License to Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your bookkeeping business operations.

4.2 Acceptable Use

You agree NOT to:

  • Use the Service for any illegal, fraudulent, or unauthorized purpose
  • Violate any applicable laws (including data protection, financial regulations, FTC Safeguards Rule)
  • Process data for industries we explicitly do not support (cannabis, adult content, weapons, gambling, subject to review)
  • Reverse engineer, decompile, or attempt to extract source code
  • Scrape, crawl, or use automated tools to access the Service beyond our API rate limits
  • Resell, sublicense, or white-label the Service without our written agreement
  • Attempt to compromise the security of the Service or other users' accounts
  • Upload malicious code (viruses, worms, trojans) or files designed to harm
  • Use the Service to send spam, unsolicited bulk emails, or phishing
  • Impersonate another person or misrepresent your identity
  • Exceed plan limits (clients, API calls) intentionally or systematically

We reserve the right to suspend or terminate accounts violating these rules, with or without notice depending on severity.

4.3 API Usage

We may provide a public API. Use is subject to rate limits and additional terms documented at https://numbra.tech/api. We may revoke API access for abuse.

5. Customer Data and Your Responsibilities

5.1 Ownership

You retain all rights, title, and interest in your Customer Data. We do not claim ownership of your data or your Clients' data.

5.2 Our Role

For data you provide directly (your bookkeeper account info, billing info), we act as a data controller.

For data you upload about your Clients (transactions, receipts, invoices, vendor info), we act as a data processor acting on your instructions. You are the controller for that data and are responsible for:

  • Obtaining all necessary consents from your Clients to share their data with us
  • Providing your Clients with appropriate privacy notices
  • Responding to your Clients' data access, correction, and deletion requests (we will assist)
  • Ensuring you have lawful basis to process and share the data

5.3 Your Data Processing Agreement (DPA)

A Data Processing Agreement (DPA) describing how we process Customer Data on your behalf is available at https://numbra.tech/dpa. By accepting these Terms, you also accept the DPA.

5.4 License to Us

You grant us a limited, non-exclusive license to process your Customer Data solely to:

  • Provide and operate the Service
  • Comply with legal obligations
  • Improve the Service (using aggregated, anonymized data only)

We do not train AI models on your Customer Data. We do send transaction descriptions and document content to Anthropic Claude API for real-time categorization, governed by our contract with Anthropic that prohibits training on this data.

5.5 Data Backup

We perform automated backups of all data. You should also maintain your own backups (export available from Settings).

We are not liable for any data loss resulting from your actions, third-party services failures, or events outside our reasonable control.

6. Third-Party Integrations

The Service integrates with third-party services (QuickBooks Online, Xero, Plaid, Stripe, Google Drive, etc.). Your use of these integrations is subject to those services' own terms and privacy policies. We are not responsible for:

  • The availability or accuracy of third-party services
  • Changes to third-party APIs that may break functionality
  • Data accuracy of imported information

When you authorize integrations via OAuth, you give us permission to access the scopes you grant. You may revoke access at any time from your account settings.

7. Intellectual Property

7.1 Our IP

The Service, including all software, code, design, trademarks, logos, and content (excluding your Customer Data), is owned by us or our licensors and protected by intellectual property laws.

You receive no ownership rights; only the license described in Section 4.1.

7.2 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them without compensation or attribution.

7.3 Trademarks

"Numbra," the Numbra logo, and other trademarks are owned by us. You may not use them without our prior written consent, except to fairly identify your use of the Service.

8. Service Availability and Modifications

8.1 Availability

We target 99.95% uptime monthly (excluding scheduled maintenance). We do not guarantee uninterrupted availability and are not liable for downtime caused by:

  • Scheduled maintenance (we will notify in advance when possible)
  • Third-party service failures (Stripe, Plaid, QBO, etc.)
  • Force majeure events (natural disasters, cyberattacks beyond reasonable defense, government actions)
  • Your network or device issues

8.2 Modifications

We may modify, suspend, or discontinue features at any time. Material changes affecting your subscription will be communicated at least 30 days in advance.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

WE DO NOT WARRANT THAT:

  • The Service will be error-free or uninterrupted
  • AI-generated suggestions (categorizations, rules, document classifications) are accurate or complete
  • Financial reports generated through the Service are correct for tax, audit, or regulatory purposes. You are responsible for reviewing and validating all financial output
  • Integrations with third parties will work continuously or accurately
  • The Service will meet your specific requirements

YOU ARE RESPONSIBLE FOR:

  • Reviewing all AI-suggested categorizations and reconciliations before accepting them
  • Validating financial reports before sharing them with your Clients or filing them with authorities
  • Maintaining your own backups
  • Complying with all applicable laws and professional standards in your bookkeeping practice

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 No Indirect Damages

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

10.3 Specific Exclusions

We are specifically NOT liable for:

  • Financial losses from AI categorization errors
  • Failures of third-party integrations (QBO, Plaid, Stripe, etc.)
  • Bill payment errors caused by incorrect vendor information you provided
  • Tax penalties or audit findings related to bookkeeping work performed using the Service
  • Data breaches caused by your failure to maintain account security (e.g., weak passwords, disabled MFA, shared credentials)

Some jurisdictions do not allow exclusion or limitation of certain damages. In such cases, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Numbra, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of:

  • Your use of the Service
  • Your violation of these Terms
  • Your violation of any applicable law
  • Your infringement of any third party's rights
  • Your Customer Data (including claims by your Clients)

12. Term and Termination

12.1 Term

These Terms remain in effect as long as you have an active account.

12.2 Termination by You

You may terminate by canceling your subscription at any time (Section 3.5).

12.3 Termination by Us

We may suspend or terminate your account at any time with or without cause, with reasonable notice when possible, including for:

  • Breach of these Terms (immediate termination possible for material breaches)
  • Non-payment after retry attempts
  • Fraudulent activity
  • Activities that risk legal liability to us
  • Extended account inactivity (24+ months)

12.4 Effect of Termination

Upon termination:

  • Your access ceases immediately (or at the end of the billing period for non-cause termination)
  • We will provide 90 days for data export (Section 3.5)
  • Sections that by their nature should survive (IP, indemnification, liability limitations, dispute resolution, etc.) will survive

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Mandatory Arbitration

Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English in the United States.

EXCEPTIONS to arbitration: claims for injunctive relief related to IP infringement, claims that may be brought in small claims court.

13.3 Class Action Waiver

YOU AND NUMBRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

13.4 Opt-Out

You may opt out of the arbitration agreement by sending written notice to contact@elgada.tech within 30 days of first accepting these Terms.

14. Changes to These Terms

We may modify these Terms from time to time. When we make material changes:

  • We will update the "Last Updated" date
  • We will notify active users via email at least 30 days before the changes take effect
  • For California residents and other applicable jurisdictions, we will comply with additional notice requirements

Continued use of the Service after changes take effect constitutes acceptance.

If you do not agree to material changes, you may terminate your subscription before the effective date and receive a prorated refund for any unused portion of your current billing period.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Numbra regarding the Service.

15.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

15.3 No Waiver

Our failure to enforce any provision is not a waiver of that provision or any other.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.5 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (natural disasters, war, cyberattacks beyond standard defenses, government actions, internet outages).

15.6 Relationship

These Terms do not create a partnership, joint venture, agency, or employment relationship between you and Numbra.

15.7 Notices

We may send notices via email to the address associated with your account. You agree this constitutes adequate written notice.

16. Contact

For questions about these Terms:

ELGADA Email: contact@elgada.tech Legal: contact@elgada.tech

By using Numbra, you acknowledge that you have read, understood, and agreed to these Terms of Service.