Terms of Service

Numbaas (Pty) Ltd, registration number 2026/777218/07 · Effective date: [set when final]

Draft, under legal review. Highlighted items are still to be confirmed. This document takes effect once it is final and dated.

1. Who this agreement is between

These terms are an agreement between Numbaas (Pty) Ltd (registration number 2026/777218/07) ("NUMBAAS", "we", "us") and the business that subscribes to NUMBAAS ("the business", "you").

By creating an account, starting a free trial or using NUMBAAS, the person doing so confirms that they are at least 18 and authorised to bind the business to these terms. People the business invites to use NUMBAAS ("users") must follow these terms too, and the business is responsible for what its users do.

Our Privacy Policy and PAIA manual form part of this agreement. Section 14 (Operator terms) sets out how we handle the personal information the business records in NUMBAAS, as POPIA requires.

2. The service

NUMBAAS is online accounting, payroll and business-management software. What the business can use depends on its plan and add-ons, as shown on our pricing page and in NUMBAAS on the day it subscribes or changes plan.

• Free trial: a new business gets 14 days free, once. No payment is taken during the trial. When it ends, the business chooses a plan and pays to keep adding records; until then it can still view and export everything.
• Plan limits: if a business goes over a plan's limit (for example, users), what it already has is kept; only new additions are blocked until it upgrades.
• "Coming soon": features marked "coming soon" are not part of any plan and are not paid for. We will say when they become available.
• One company per subscription below the Enterprise plan; more companies are available as an add-on.

3. Fees and billing

1. Monthly subscription. The plan and add-ons are billed monthly in advance, automatically, to the card the business gives our payment provider, Paystack. We never see or store the full card number.
2. Payroll charges. Where payroll is used, employees paid in a month beyond those included are charged at the start of the next month, at the rates on our pricing page, to the same card. An employee paid several times in a month counts once.
3. VAT. Prices [to confirm: include / exclude] VAT at the current rate. [To confirm: Numbaas (Pty) Ltd's VAT registration.]
4. Price changes take effect only after at least 30 days' written notice, from the next billing date after that. The business may cancel before then.
5. Failed payment. If a payment fails, we email the business and retry. After 7 days' grace, the business becomes read-only: everyone can still sign in, view and export everything, and update billing, but nothing new can be recorded until payment succeeds. For an unpaid payroll charge, only payroll changes are paused.
6. Cancelling. The business can cancel at any time in NUMBAAS. It keeps full access until the end of the month it has paid for, then becomes read-only. Payments already made are not refunded for part-months, except where the law requires otherwise.
7. Disputed amounts. Raise them with us within 30 days of the charge; we will investigate and correct any error.

4. Your responsibilities

The business is responsible for:

• Its records: that what it records in NUMBAAS is accurate and lawful, and that it has a lawful basis under POPIA for the personal information it records (it is the responsible party for that information).
• Its submissions and payments: VAT201, EMP201, EMP501 and other returns, and the taxes, salaries and suppliers it pays. NUMBAAS prepares these; the business reviews, submits and pays them.
• Its users: who it invites, what roles it gives them, removing people who leave, and keeping sign-in details secret. We strongly recommend requiring two-factor sign-in for everyone.
• Acceptable use: not using NUMBAAS for anything unlawful (including fraud, money laundering or tax evasion); not trying to reach another business's data, test our security without written permission, overload the service, or copy or resell NUMBAAS; not uploading malicious code.

Tell us at once at security@numbaas.co.za if you suspect an account has been compromised.

5. A tool, not professional advice

NUMBAAS is software. It does not provide accounting, tax, legal or financial advice, and using it does not make us the business's accountant, tax practitioner or auditor.

We build NUMBAAS's calculations (VAT, PAYE, UIF, SDL, ETI and others) to follow South African law and SARS's published tables, and we update them when the law changes. The business should still check important figures, and use a registered professional where judgement is needed. If we find an error in a calculation, we will correct it promptly and tell affected businesses.

6. The AI assistant (Baas)

• Baas prepares; people decide. Baas proposes entries, reminders and other actions. Nothing happens until a user confirms it, and confirmed actions then go through the business's normal approvals. Baas never submits, approves or releases payroll.
• AI can be wrong. Answers and proposals may be inaccurate or incomplete. The user who confirms an action is responsible for checking it.
• Who may use it: the business's Owner decides which users may use AI, and can switch it off. AI use counts against the plan's monthly allowance and each user's allowance.
• What is sent to the AI provider, and when: see section 5 of our Privacy Policy.

7. Integrity features: what they prove, and what they don't

Anchoring relies on independent OpenTimestamps servers and the Bitcoin network, which we do not control; if they are unavailable, anchoring is delayed, and NUMBAAS shows the month as not yet attested. These features support an audit; they do not replace one, and they are not an opinion on the financial statements.

8. Your data

• The business owns its data. We claim no ownership of what it records in NUMBAAS, and use it only to provide the service to the business (section 14).
• Export at any time: the business can download its records, including while read-only and during the 30 days after it asks to close its account.
• Confidentiality: we keep the business's records confidential, and our staff access them only when needed to provide the service, for support the business asks for, or when the law requires, with that access recorded.
• Usage figures: we may use figures about how NUMBAAS is used (for example, how many invoices are created), combined so no business or person can be identified, to run and improve the service.

9. Availability, support and changes

• Availability: we aim to keep NUMBAAS available at all times, but don't guarantee uninterrupted service. Planned maintenance happens outside South African business hours where possible, with notice in NUMBAAS. A specific service level applies only if agreed in writing.
• Support: by email at support@numbaas.co.za, on South African business days. [To confirm: response times per plan.]
• Changes to NUMBAAS: we improve NUMBAAS continually. We won't remove a core feature of a paid plan during a period already paid for, and we will give at least 30 days' notice before removing one.

10. Intellectual property

NUMBAAS, its software, design, name and logo belong to Numbaas (Pty) Ltd. While its subscription is active, the business has a non-exclusive, non-transferable right for its users to use NUMBAAS for its own business. The business may not copy, modify, reverse-engineer, resell or rent out NUMBAAS. If the business sends us suggestions, we may use them without obligation.

11. Responsibility for loss

[Lawyer to review this section in particular.]

1. We will provide NUMBAAS with reasonable care and skill. Beyond that, and to the extent the law allows, NUMBAAS is provided "as is".
2. Our total liability for all claims in any 12 months is limited to the fees the business paid us in those 12 months.
3. We are not liable for indirect or consequential loss, such as lost profit, lost opportunity or SARS penalties arising from figures the business did not check or submissions it made.
4. Nothing in these terms limits liability for fraud, gross negligence or wilful misconduct, or any liability the law does not allow to be limited.
5. The Consumer Protection Act: where it applies to the business (for example, a sole proprietor, or a business below the Act's turnover and asset threshold), nothing in these terms takes away the rights it gives.
6. Indemnity: the business will cover our reasonable losses from claims caused by its unlawful records or its users' breach of these terms.

12. Suspension, ending the agreement and closing the account

• Suspension: we may suspend a user or business immediately to stop a security threat, unlawful use, or harm to others, and will explain why. For a serious breach of these terms that isn't remedied within 14 days of our notice, we may end the agreement.
• The business may end the agreement at any time by cancelling its subscription (section 3) and, if it wishes, closing its account.
• Closing the account: only the Owner can, after confirming their password and two-factor code and typing the business's name. Other users lose access at once; the Owner keeps access for 30 days to export records or change their mind. A reminder is emailed 7 days before the end. After 30 days, all the business's records are permanently deleted and can't be recovered.
• What continues after the agreement ends: sections 7, 8, 10, 11, 13 and 14, and any amounts owed.

13. Disputes, law and general terms

• Disputes: we'll first try to resolve any dispute by talking, senior person to senior person, within 20 business days. If that fails, either party may refer it to [lawyer to choose: mediation, then arbitration under AFSA rules in Johannesburg, or the courts]. Either party may still go to court for urgent relief.
• Governing law: the law of South Africa. Subject to the dispute process above, the courts of the Gauteng Division of the High Court have jurisdiction.
• Notices: we send notices to the Owner's email address and in NUMBAAS. The business sends notices to legal@numbaas.co.za. Each party chooses its registered address for legal process (ours: 5 Plange Avenue, Malanshof, Randburg, 2194).
• Changes to these terms: we give at least 30 days' notice of a material change, by email and in NUMBAAS. If the business doesn't accept it, it may cancel before it takes effect.
• General: these terms, the Privacy Policy and the PAIA manual are the whole agreement. If any part is unenforceable, the rest stands. Neither party may transfer this agreement without the other's consent, except we may transfer it to a buyer of our business that takes on our obligations. A delay in enforcing a right is not a waiver.

14. Operator terms (POPIA sections 20 and 21)

For the personal information the business records in NUMBAAS, the business is the responsible party and we are its operator. We agree that we will:

1. Process it only on the business's instructions, which are these terms and what its users do in NUMBAAS, and only to provide the service, unless the law requires otherwise.
2. Keep it confidential, and allow access only to staff who need it and are bound to confidentiality.
3. Maintain the security measures in section 9 of our Privacy Policy, as POPIA section 19 requires, and keep them up to date.
4. Tell the business immediately, and without undue delay, if we have reasonable grounds to believe its personal information has been accessed or acquired by an unauthorised person (section 21(2)), with what we know and what we are doing.
5. Use only the sub-operators listed in our Privacy Policy, each bound in writing to protection at least equal to these terms. We give 30 days' notice of a new one, and the business may cancel if it objects.
6. Transfer it outside South Africa only as POPIA section 72 allows (Privacy Policy, section 8).
7. Help the business respond to requests from the people its information is about, and to the Information Regulator.
8. Delete it when the agreement ends, as described in section 12, after giving the business the chance to export it, unless the law requires us to keep it.
9. Provide information the business reasonably needs to show it is complying with POPIA, including the results of our independent security reviews, summarised.

15. Information about us (ECTA section 43)

The Electronic Communications and Transactions Act requires suppliers who sell online to publish this on their website (ECTA s43).

Also see: Privacy Policy · PAIA manual