Terms of Service

These Terms of Service are Numina Regnskab ApS’ general business terms for our accounting services. They form an integral part of the Engagement Letter (Aftalebrev) and are not a separate document You accept separately. The Engagement Letter sets out the specific services, prices and periods. These Terms of Service apply in full unless the Engagement Letter expressly derogates from them; in the event of conflict, an express derogation in the Engagement Letter prevails.

The Customer’s own terms or special conditions stated in e.g. emails are not considered a derogation from these Terms of Service unless We have expressly accepted them in writing.

Definitions

• Numina, We, Us or Our: means Numina Regnskab ApS, a private limited company registered in Denmark with registration no. 46553705 and registered address Kanonbådsvej 2, 1437 Copenhagen K.
• Numina Technologies / the Platform Provider: means Numina Technologies ApS, a private limited company registered in Denmark with registration no. 44991225 and registered address Kanonbådsvej 2, 1437 Copenhagen K. Numina Technologies ApS is Numina’s parent company, which develops, owns and operates the Platform and supplies it to Numina Regnskab ApS. Numina Technologies ApS is not Your contracting party.
• You, Your or the Customer: means the business — a legal entity or a sole proprietorship registered with a CVR number — that signs up for or uses the Platform and/or is identified in the Engagement Letter, and that acts in the course of its trade.
• User: means any of Your employees or representatives whom You have authorised to use the Services.
• Engagement Letter (Aftalebrev): means the individual agreement between You and Numina that sets out the specific Services, scope, prices and periods.
• Services: means the accounting-related services that Numina provides as described in section 2 and specified in Your Engagement Letter, including ongoing bookkeeping and voucher handling and — where agreed — VAT preparation, the annual report and other filings.
• Platform: means Numina’s software, app and dashboard. The Platform is developed, owned and operated by Numina Technologies ApS and made available to You by Numina as part of the Services or during a Trial.
• Trial: means a period in which You have access to the Platform on a trial and self-service basis in order to evaluate it, before You enter into an Engagement Letter and before We have completed customer due diligence (KYC). During a Trial We do not provide accounting services, cf. section 3.
• Accounting Materials: means vouchers, transactions, bank statements and other data and documents that form part of Your accounts.
• Voucher: means a single document (receipt, invoice or similar) that is recorded. The number of vouchers forms part of the pricing as set out in the Engagement Letter.
• Data Processing Agreement: means the agreement under Article 28 of the GDPR governing Numina’s processing of personal data on Your behalf. It is available on Our website.
• Privacy Policy: means Numina Regnskab ApS’ privacy policy, available on Our website.
• Third-Party Services: means products or services provided by a third party that are not solely operated or controlled by Numina.
• the Agreement: means the Engagement Letter, these Terms of Service and the Data Processing Agreement. During a Trial without an Engagement Letter, the Agreement consists of these Terms of Service and the Data Processing Agreement to the extent We process personal data on Your behalf. The Privacy Policy is not part of the Agreement but describes Our processing of personal data.

1. About Numina

1.1: Numina Regnskab ApS is a bookkeeping and accounting firm that keeps the books for small and medium-sized businesses in Denmark. Our bookkeepers do the work, supported by Our own platform.

1.2: By entering into the Engagement Letter, using the Services, or signing up for, accessing or using the Platform — including during a Trial — You accept the Agreement. Our processing of personal data is described in the Privacy Policy, available on Our website.

1.3: Numina Regnskab ApS is Your contracting party and provides the Services, including by making the Platform available to You as part of the Services or during a Trial. Numina Technologies ApS acts as a subcontractor (and, where relevant, a sub-processor) for the operation of the Platform, but does not thereby become Your contracting party. The limitations of liability and the indemnification in sections 11 and 12 also apply for the benefit of Numina Technologies ApS.

1.4: Numina contracts only with businesses that are registered with a CVR number and act in the course of their trade. By entering into the Agreement, You warrant that You enter into it in the course of Your trade and not as a consumer.

2. Our Services

2.1: Numina is a provider of accounting-related services. The Services include ongoing bookkeeping, posting, bank reconciliation, accounts receivable and payable handling, voucher handling and accounting-related advice connected with these. Where stated in the Engagement Letter, We also provide VAT preparation and filing to the Danish Tax Agency, preparation and filing of the annual report with the related financial statement presentation to the Danish Business Authority, the tax return (oplysningsskema) and similar filings. The specific Services We are to provide and the price for them are set out in Your Engagement Letter.

2.2: Our bookkeepers perform and are responsible for the Services. We have built our own platform that Our bookkeepers use to do the work faster and more accurately; it does not replace the professional review and quality assurance Our bookkeepers carry out.

2.3: Unless otherwise stated in the Engagement Letter, the Services do not include audit, assurance engagements, legal and corporate advice, complex tax, VAT beyond standard Danish VAT, customs, payroll, payments on Your behalf, cleanup of prior years, or matters beyond ordinary, simple operations. This list is not exhaustive. The specific scope is set out in the Engagement Letter; anything outside what is agreed is handled under sections 2.5 and 2.7.

2.4: We perform the Services with due professional care and in accordance with good bookkeeping practice and applicable law.

2.5: If a need arises for services beyond what has been agreed (additional work), We send You a quote setting out the scope and price (fixed or time-based) that You can approve or decline. We do not commence chargeable additional work until You have approved the quote. Minor, ongoing clarifications as part of the agreed Services are covered by the agreed price.

2.6: Our work is not designed to detect fraud, errors or non-compliance with the law. If We become aware of material errors or irregularities during Our work, We will notify You.

2.7: If it turns out during Our work that Your accounts from prior periods contain errors or are incomplete, that there are matters in Your accounts that need to be dealt with but are not covered by the agreed Services or the fixed price, or that Your circumstances are more complex or larger in scope than assumed in the Engagement Letter, We may (i) offer an addendum to the Engagement Letter or a separate quote for the necessary additional work, cf. section 2.5, or (ii) if the Parties cannot agree on the terms for it, terminate the Agreement in accordance with section 15. We are not obliged to perform work beyond the agreed Services within the fixed price before this has been agreed.

2.8: Numina is not an approved audit firm and does not perform audits or reviews. We issue no report — not even a compilation report (ISRS 4410), even where We prepare Your annual report. If You need a report, an approved auditor can be attached as an optional add-on, cf. section 13.3.

3. Access to the Platform and Trial

3.1: As part of the Services, You and Your Users receive a time-limited, non-exclusive and non-transferable right to use the Platform for Your own internal business purposes during the term of the Agreement. The right ends upon termination of the Agreement.

3.2: You may not resell, lease, sublicense or give third parties access to the Platform, and You may not reverse engineer, decompile, modify or create derivative works.

3.3: You are responsible for all activity on Your account and for ensuring that Your Users comply with the Agreement.

3.4: You may not use the Platform for unlawful purposes, in a manner that harms Numina, or for competitive analysis, copying of functionality or similar. We reserve the right to refuse or close accounts belonging to competitors without refund.

3.5: You may sign up for and use the Platform on a trial and self-service basis (a “Trial”) to try out the software before You become a full customer. A Trial does not require that We have entered into an Engagement Letter or completed customer due diligence (KYC).

3.6: During a Trial We provide access to the Platform only. We do not keep Your books, do not act as Your bookkeeper, do not file with authorities and do not perform any of the other Services. During a Trial the Platform is made available “as is”, without any warranty, and You may not rely on results from the Trial for statutory filings or accounts. Sections 2 (Our Services), 5 (Filings with Authorities and Power of Attorney) and 6 (Anti-Money Laundering and Identification) only apply once You become a full customer, cf. section 3.8.

3.7: A Trial may be time-limited and free of charge or on the terms stated at sign-up. We may at any time change, limit or end a Trial, and You may at any time stop using the Platform. Upon the end of a Trial, Your access to the Platform may be closed, and We may delete data You have entered, unless otherwise required by law or unless You become a full customer and the data is carried over into the customer relationship.

3.8: You become a full customer, and the full Services commence, when You enter into an Engagement Letter and We have completed and approved customer due diligence (KYC), cf. sections 6 and 15.1. Only from that point do We keep Your books and file on Your behalf.

3.9: For personal data You enter or upload to the Platform during a Trial, You are the data controller and Numina is the data processor. The Data Processing Agreement applies to this processing, and We process the data solely to make the Platform available to You — not for Our own purposes. For the personal data Numina processes as an independent data controller (including about You as a user and about the creation of Your account), the Privacy Policy applies.

4. Your Obligations

4.1: You must provide Us with complete, accurate and timely information and Accounting Materials so that We can deliver the Services, and keep these updated on an ongoing basis.

4.2: You must respond to Our enquiries and requests for documentation without undue delay.

4.3: Before We file with an authority, You review and approve the materials We submit for Your approval (e.g. the VAT return or the annual report), unless expressly agreed otherwise in the Engagement Letter.

4.4: Responsibility for the company’s bookkeeping and for ensuring that it complies with the law, including the duty to retain Accounting Materials for 5 years from the end of the financial year to which they relate, always rests with the company’s management. Numina performs the work on Your behalf but does not assume management’s responsibility.

4.5: Numina is responsible for performing the bookkeeping correctly and with professional care. The Services are delivered via Numina’s digital bookkeeping system, which is registered with the Danish Business Authority (reg. no. FOB605159). Overall responsibility for the company’s compliance with the Bookkeeping Act, including the requirements for digital bookkeeping systems, remains with management, cf. section 4.4.

4.6: You must assist Us in meeting Our obligations under the Anti-Money Laundering Act, cf. section 6.

4.7: You must at all times have a valid and up-to-date payment method linked to Your account.

4.8: You must notify Us without undue delay of material changes in Your circumstances, including changed ownership, a changed financial year or VAT period, new bank accounts or payment solutions, new business areas, EU trade, cash payments, loans, material assets or unusual transactions that affect the scope of the Services or Our customer due diligence. Any additional work resulting from this is handled in accordance with section 2.5.

5. Filings with Authorities and Power of Attorney

5.1: Where agreed, We prepare and file submissions (e.g. VAT, annual report, tax return) on Your behalf within the applicable deadlines.

5.2: You authorise Numina to file on Your behalf, including by authorising Numina in TastSelv Erhverv and eIndkomst where relevant. You may revoke the authorisation at any time. You must approve filings before or at the time of submission, and final responsibility for the filed information rests with You.

5.3: Timely filing requires that You provide complete and accurate Accounting Materials in reasonable time and no later than 4 weeks before the relevant deadline (e.g. for VAT, payroll and the annual report), unless otherwise agreed in the Engagement Letter, and that You approve the materials, cf. section 4.

5.4: A Service is considered delivered on time when, before the relevant authority deadline, We have completed the filing and either submitted it or presented it to You for approval — regardless of when the authority subsequently processes it, provided You have delivered materials and given approval on time, cf. sections 4 and 5.3. If You deliver materials or approval later than agreed, We are not bound by the original deadline but will endeavour to meet it where reasonably possible.

5.5: Numina is not liable for fines, fees, interest or surcharges imposed by an authority where these are due to inaccurate or incomplete information from You, missing or late delivery of materials, or missing approval from You.

5.6: If You do not provide the required Accounting Materials in time, cf. section 5.3, Our obligation to record and file for the period in question is considered fulfilled once We have sent You a list of the missing materials. We are not liable for the consequences of a deadline not being met as a result, cf. sections 5.5 and 11.5.

6. Anti-Money Laundering and Identification

6.1: As an external provider of bookkeeping and accounting services, Numina is subject to the Danish Anti-Money Laundering Act and supervised by the Danish Business Authority.

6.2: We are therefore obliged, before establishing the business relationship and on an ongoing basis thereafter, to obtain and verify identification information about You, Your company and its beneficial owners, to clarify the purpose of the business relationship, to carry out a risk assessment and to monitor the relationship. You must provide Us with the information and documents We request, including a copy of identification of Your beneficial owners.

6.3: We retain identification and control information for 5 years after the business relationship ends, after which it is deleted unless otherwise required by law. The information is processed solely to meet Our obligations under the Anti-Money Laundering Act.

6.4: In certain cases We are obliged to investigate and report suspicious circumstances to the Danish Money Laundering Secretariat (Hvidvasksekretariatet). Under the Anti-Money Laundering Act We may not inform You that a report has been made or is being considered, or that an investigation is being or will be initiated. This duty takes precedence over Our confidentiality and information obligations, and such a report does not constitute a breach of the Agreement.

6.5: If You do not provide the necessary information, We may, without liability, refuse to enter into or continue the business relationship and suspend or terminate the Agreement.

7. Prices and Payment

7.1: The prices for the Services are set out in Your Engagement Letter. The ongoing bookkeeping is charged at a fixed monthly price. A fixed price covers only the Services specified in the Engagement Letter and the voucher volume on which the price is based. Services beyond what has been agreed — including preparation of the annual report and other additional work — are charged separately, at a fixed price or on a time basis at Our applicable hourly rate, as stated in the Engagement Letter or in a separate quote, cf. sections 2.5 and 2.7. Any Trial is free of charge or priced as stated at sign-up, cf. section 3.7.

7.2: All prices are in DKK and exclusive of VAT and of fees and charges payable to third parties (e.g. public fees).

7.3: The ongoing bookkeeping is invoiced quarterly (three months at a time). Preparation of the annual report and related add-ons are invoiced once a year, when the annual report is sent for signature. Other add-ons are invoiced in advance or on delivery. A different invoicing interval may be agreed in the Engagement Letter. Payment for Services delivered is non-refundable.

7.4: The payment term is 8 days net from the invoice date unless otherwise agreed. Invoices and reminders sent by email to the address You have provided are deemed delivered when sent, cf. section 14.2. In the event of late payment, default interest, reminder fees and a fixed compensation amount (currently DKK 310) accrue in accordance with the Danish Interest Act (renteloven).

7.5: If a payment fails or is not made, We may suspend the Services and access to the Platform and withhold Our undelivered work product, without liability, until all outstanding amounts are paid. Your own Accounting Materials and data nevertheless remain available to You and can be exported, cf. sections 9.3 and 15.4. We are not liable for losses, fines, interest or missed statutory deadlines arising from such justified suspension of the Services.

7.6: We may regulate prices with at least one month’s notice; if a regulation is to Your disadvantage, Your right to object and terminate under section 16 applies. Fixed prices may in addition be index-adjusted once a year. If Your actual number of vouchers exceeds the level on which Your price is based by more than 20% for three consecutive months, We may, on one month’s notice, move You to the correct price tier or charge for the excess vouchers as set out in the Engagement Letter.

7.7: You are not entitled to withhold payment or set off against Our fees on account of any counterclaims, unless the claim has been acknowledged by Us in writing or established by a final decision.

8. Confidentiality

8.1: Both Parties shall treat the other Party’s confidential information as confidential and may not disclose it to third parties without the other Party’s consent.

8.2: The duty of confidentiality does not apply to information We are required to disclose under the law, including the Anti-Money Laundering Act, or pursuant to a court order or public authority requirement. We cannot be held liable for meeting such statutory obligations, cf. also section 6.4.

8.3: We are not restricted from using general knowledge and know-how obtained in connection with the Services.

9. Intellectual Property Rights

9.1: All rights to the Platform and to Numina’s software, know-how and materials belong exclusively to Numina Technologies ApS or other of Numina’s affiliated companies and are made available to You under licence.

9.2: The Accounting Materials and the data You provide or generate in the Platform belong to You.

9.3: Numina’s working papers, templates, models and methods remain Numina’s property. The finished deliverables prepared specifically for You (e.g. the annual report and filings), together with Your Accounting Materials and original vouchers, belong to You. These are handed over or can be exported at Your request, including in the event of any cessation of payment.

10. Your Data and Personal Data

10.1: Numina acts partly as an independent data controller (among other things for customer administration, compliance with legal requirements including the Anti-Money Laundering Act and the Bookkeeping Act, and the defence of legal claims), and partly as a data processor for the personal data We process on Your behalf as part of the bookkeeping. Our processing of personal data — including categories, purposes, legal bases, recipients, data residency and security — is described in the Privacy Policy and governed by the Data Processing Agreement.

10.2: We may create and use anonymised and aggregated data that no longer identifies any individual to improve Our Services and AI. This use requires a full customer relationship and does not take place during a Trial, cf. section 3.9. This, and the specific Limited Use restrictions for data from Google services, are described in more detail in the Privacy Policy and — for personal data We process as a data processor — governed by the Data Processing Agreement. You may object to this use at any time — write to support@numina.app.

11. Liability

11.1: We perform the Services with due professional care and are liable for direct losses caused by Our negligent breach, subject to the limitations set out below.

11.2: We are not liable for indirect losses or consequential damages, including operating losses, lost profit, loss of goodwill or lost time.

11.3: Our total liability is limited to the fees You have paid for the Services in the 12 months preceding the event giving rise to liability, unless otherwise agreed in the Engagement Letter.

11.4: The limitations in sections 11.2 and 11.3 do not apply in the event of intent or gross negligence.

11.5: We are not liable for losses caused by inaccurate or incomplete information from You, missing or late delivery of materials, missing approval from You, or an authority’s decision regarding correctly filed information.

11.6: Numina issues no assurance report, cf. section 2.8, and Our work cannot be equated with such. Responsibility for the company’s bookkeeping and annual report rests with management, cf. section 4.4.

11.7: Our bookkeepers may use automation and digital tools in their work. This does not alter Our professional responsibility under section 11.1, and final materials are always submitted to You for approval before filing.

11.8: Claims against Numina must be made in writing without undue delay after You became or should have become aware of the matter giving rise to liability, and no later than 12 months thereafter. This time limit for liability claims is independent of the complaint deadline in section 19, which concerns only operational complaints about the Services; a complaint under section 19 neither shortens nor extends the time limit in this section.

11.9: Numina holds customary commercial and professional indemnity insurance covering Numina’s liability for the agreed Services. Documentation can be provided on request.

12. Indemnification

12.1: You agree to indemnify Numina and Numina’s affiliated companies, management, employees and partners against any third-party claim, including reasonable legal costs, arising from Your breach of the Agreement or Your violation of the law or third-party rights.

13. Third-Party Services and Subcontractors

13.1: The Services may integrate with Third-Party Services (e.g. bank, Stripe, Gmail). These are subject to the relevant provider’s own terms, and We are not a party to them.

13.2: We may use subcontractors and sub-processors to deliver the Services. The processing of personal data by sub-processors is governed by the Data Processing Agreement.

13.3: Where You are referred to an approved auditor or other partner via Numina (e.g. for an audit opinion on an annual report), that partner is an independent supplier. Numina has no responsibility for such a partner’s services, including where the services are re-invoiced by Numina to You.

14. Communication

14.1: We communicate primarily by electronic means. Ordinary email is not a secure channel, and We recommend that sensitive or confidential information be sent via the Platform or secure mail.

14.2: Invoices and notices sent by email to the address You have provided are deemed delivered when sent to that address. You must ensure that the email address provided is correct and monitored.

14.3: Agreements may be entered into by electronic signature, e.g. via MitID, which has the same legal effect as a physical signature.

15. Term and Termination

15.1: These Terms of Service apply from the time You sign up for or start using the Platform, including during a Trial, cf. section 3. The full Services and the full customer relationship take effect upon entering into the Engagement Letter, subject to Our completion and approval of customer due diligence (KYC), cf. section 6, and continue until terminated. Any minimum commitment period is set out in the Engagement Letter. A Trial may be ended in accordance with section 3.7.

15.2: Either Party may terminate with one month’s notice to the end of a month, unless otherwise agreed in the Engagement Letter. Any agreed minimum commitment period must have expired first.

15.3: Either Party may terminate upon the other Party’s material breach if the breach is not remedied within 30 days of written notice. We may terminate with immediate effect in the event of non-payment, failure to meet anti-money laundering requirements (cf. section 6) or other material breach. Repeated or material failure to deliver Accounting Materials or to cooperate despite written reminder, cf. sections 4 and 5, constitutes material breach that entitles Us — at Our option — to suspend the affected Services (with Your continued access to Your own data, cf. section 7.5) or to terminate the Agreement. We may also terminate the Agreement in accordance with section 2.7 if the Parties cannot agree on the terms for necessary additional work.

15.4: Upon termination of the Agreement, We will, at Your request, hand over or export Your Accounting Materials and data in a structured, commonly used and machine-readable format that enables You to meet Your statutory retention obligations. To ensure a clean closing, You also retain access to view and export Your data in the Platform for up to 14 days after termination. We retain materials and information to the extent required by law, cf. section 6.3 and the Bookkeeping Act.

15.5: Upon termination of the Agreement, an incoming adviser or auditor may, by agreement, obtain access to Numina’s working documentation against payment for Numina’s assistance on a time basis.

15.6: Provisions which by their nature are intended to have effect after termination remain in force, including sections 8 (Confidentiality), 9 (Intellectual Property Rights), 11 (Liability), 12 (Indemnification) and 20 (Governing Law and Venue).

16. Changes

16.1: We may amend these Terms of Service. The current version is always available on Our website. In the event of material changes, We will notify You with at least one month’s notice. If the changes have material, adverse consequences for You, You may, within 30 days, object in writing with reasons, which entitles You to terminate the Agreement with effect from the entry into force of the changes. If You do not object, the changes are deemed accepted.

17. Force Majeure

17.1: Neither Party is liable for failure or delay in performing its obligations where this is due to circumstances beyond the Party’s reasonable control, including war, riots, strikes, fire, flooding, natural disasters, epidemics, failures in the energy or internet supply, breakdowns in public systems (e.g. TastSelv Erhverv) or orders from authorities.

18. Assignment

18.1: We may assign Our rights and obligations under the Agreement to an affiliated company or to a third party in connection with a full or partial transfer of business. You may not assign the Agreement or Your rights and obligations without Our written consent.

19. Complaints

19.1: Complaints about the Services must be submitted in writing to support@numina.app without undue delay and no later than 30 days after You became aware of the matter complained of. We endeavour to respond to complaints within a reasonable time. This deadline concerns operational complaints about the Services and does not affect the time limit for liability claims in section 11.8.

19.2: The Agreement is entered into in a business capacity. The Customer confirms that it enters into the Agreement in the course of its trade. To the extent the Customer is not a consumer, consumer protection rules and consumer complaint bodies do not apply.

20. Governing Law and Venue

20.1: The Agreement is governed by Danish law.

20.2: Any dispute arising from the Agreement shall be settled by the Danish courts, with the Copenhagen City Court (Københavns Byret) as the court of first instance.

20.3: The legally binding version of these Terms of Service is the Danish one. An English translation may be made available for convenience; in the event of any discrepancy, the Danish version prevails.

21. Severability

21.1: If a provision of the Agreement is found to be unlawful or unenforceable, this does not affect the validity and enforceability of the remaining provisions.

22. Entire Agreement

22.1: The Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements on the same subject. In the event of conflict, the following order of precedence applies: (i) the Engagement Letter, (ii) these Terms of Service and (iii) other documentation. The Data Processing Agreement governs the processing of personal data and prevails in that respect; in all other respects it is subordinate to the Engagement Letter and these Terms of Service.