These terms of service (the "Terms") govern your use of www.numinor.ca (the "Site"), and any accounting and advisory services provided by Numinor Accounting ("Numinor", "we", "us", or "our"). By accessing the Site or engaging Numinor for services, you agree to be bound by these Terms. If you do not agree, do not use the Site or our services.
Acceptance of terms
By using the Site or executing an engagement letter with Numinor, you confirm that you are at least 18 years old, have the legal authority to enter into these Terms on behalf of yourself or the business you represent, and accept these Terms in full.
Definitions
- "Services" means the accounting, bookkeeping, tax, CFO advisory, SR&ED, outsourced operations, and related services Numinor provides.
- "Client" means the individual or business that engages Numinor for Services.
- "Engagement Letter" means the written agreement between Numinor and the Client that defines the scope, deliverables, and fees for a specific engagement.
- "Client Materials" means any data, documents, financial records, or other materials the Client provides to Numinor for the purpose of delivering Services.
- "Work Product" means the financial statements, tax returns, reports, models, and other deliverables Numinor produces for the Client.
Services
Numinor provides accounting and advisory services to Canadian businesses. Our Services include bookkeeping, corporate and personal tax preparation, GST/HST and other sales tax filings, CFO advisory, SR&ED tax credit consulting, outsourced operations (payroll, AR, AP), and related advisory work.
What we do not offer. Numinor does not provide audit, attest, legal, or investment advisory services. We do not offer "financial advisory" services as defined under applicable Canadian securities regulation. Our Services are accounting and advisory only.
Engagement letter
Every engagement begins with a written Engagement Letter that sets out the scope, deliverables, timing, fees, and any specific terms for the engagement. The Engagement Letter, together with these Terms, forms the complete agreement between Numinor and the Client for that engagement. If there is a conflict between the Engagement Letter and these Terms, the Engagement Letter governs for that engagement.
Fees and payment
Fees for Services are set out in the Engagement Letter. Most Services are billed at a flat monthly or flat project fee. Fees are quoted in Canadian dollars and exclude applicable taxes.
- Billing cycle. Monthly fees are invoiced in advance on the first business day of each month. Project fees are invoiced according to the milestones in the Engagement Letter.
- Payment terms. Invoices are due 15 days from the invoice date. Payments may be made by pre-authorized debit, credit card, or electronic funds transfer.
- Late payment. Invoices unpaid 30 days after the due date may incur interest at 1.5 percent per month (19.56 percent per year) on the overdue balance.
- Suspension. Numinor may suspend Services for accounts more than 60 days past due, with prior written notice.
- Out-of-scope work. Work outside the Engagement Letter scope is quoted separately and started only after written approval.
Client responsibilities
To deliver Services on time, we need timely cooperation from the Client. By engaging Numinor, the Client agrees to:
- Provide complete, accurate, and timely access to financial records, source documents, and accounting systems.
- Designate a primary point of contact with authority to approve work and respond to questions.
- Review and approve Work Product, including tax returns, financial statements, and reports, before they are filed or relied on.
- Maintain backup copies of original records. Numinor is not the official record keeper for the Client's books.
- Comply with applicable laws, regulations, and reporting obligations. Numinor advises; the Client decides.
Numinor is not responsible for delays, errors, or penalties arising from incomplete or inaccurate Client Materials, or from the Client's failure to review or approve Work Product in a timely manner.
Confidentiality
Numinor treats all Client Materials as confidential. We will not disclose Client Materials to any third party except:
- To members of our team who reasonably need access to deliver Services;
- To subcontractors and software providers bound by confidentiality obligations consistent with these Terms;
- When required by law, court order, or regulatory authority; or
- With the Client's prior written consent.
Our security practices, including encryption, access controls, and infrastructure standards, are described on our security page.
Intellectual property
Client Materials. The Client retains all rights, title, and interest in Client Materials. The Client grants Numinor a non-exclusive license to use Client Materials solely for the purpose of delivering Services.
Work Product. Once fees are paid in full, the Client owns the Work Product specific to its business. Numinor retains ownership of its underlying methodologies, templates, working papers, and any general tools developed in the course of the engagement, including the right to use anonymized learnings to improve our Services.
Numinor brand and materials. The Numinor name, logo, and all materials on the Site are the property of Numinor and may not be reproduced without prior written permission.
Disclaimers of warranty
Numinor provides Services with reasonable professional skill and care. Except as expressly stated in the Engagement Letter, Services and the Site are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
Tax laws, accounting standards, and regulations are subject to change. Numinor's advice is based on the laws, regulations, and facts known at the time the advice is given. Subsequent changes may affect the conclusions, and Numinor is not obligated to update prior advice unless engaged to do so.
Limitation of liability
To the maximum extent permitted by applicable law, Numinor's total liability to the Client for any and all claims arising out of or related to the Services or these Terms is limited to the fees paid by the Client to Numinor in the 12 months preceding the event giving rise to the claim.
In no event will Numinor be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or loss of business opportunity, even if Numinor has been advised of the possibility of such damages.
Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or any other liability that cannot be excluded under applicable law.
Indemnification
The Client agrees to indemnify and hold Numinor harmless from any third-party claims, damages, or expenses (including reasonable legal fees) arising out of:
- The Client's breach of these Terms or the Engagement Letter;
- Inaccurate, incomplete, or misleading Client Materials provided to Numinor;
- The Client's use of Work Product in a manner inconsistent with the Engagement Letter; or
- The Client's violation of applicable laws or regulations.
Term and termination
The term of each engagement is set out in the Engagement Letter. Monthly engagements continue until terminated by either party with 30 days' written notice. Project engagements end on delivery of the agreed Work Product.
Either party may terminate immediately for cause, including material breach not cured within 15 days of written notice, insolvency, or fraud. On termination, the Client is responsible for fees earned through the effective date of termination, including for work in progress.
Numinor will return Client Materials in a reasonable format on request, subject to payment of outstanding fees.
Governing law
These Terms and any Engagement Letter are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Ontario for any matter not subject to arbitration under the dispute resolution section below.
Dispute resolution
Before initiating legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days, followed by mediation if negotiation fails. Either party may proceed to arbitration or court only after the negotiation and mediation periods have lapsed without resolution.
Modifications
Numinor may update these Terms from time to time to reflect changes in our Services, the law, or our business practices. We will post the updated Terms on this page and update the "Effective Date" at the top. For material changes, we will notify active Clients by email. Continued use of the Site or Services after the effective date constitutes acceptance of the updated Terms.
Contact
Questions about these Terms? Reach out to:
Numinor Accounting
hello@numinor.ca
22 King St S Suite #300, Waterloo, ON N2J 1N8