Terms and Conditions

Last updated: November 3, 2025

Legal Agreement

These Terms and Conditions constitute a legally binding agreement between you and Numeris Croft regarding your use of our website and services. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these terms.

If you do not agree with any part of these terms, you must not use our website or services. These terms supplement and should be read in conjunction with our Terms of Service and Privacy Policy.

1. User Obligations and Responsibilities

Legal Capacity

By using our services, you represent and warrant that:

  • You are at least 18 years of age
  • You have the legal capacity to enter into binding contracts
  • You are not prohibited by law from receiving our services
  • All information you provide is accurate and complete
  • You will update any information that becomes inaccurate or outdated

Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

  • Violating any applicable local, national, or international law
  • Infringing upon the intellectual property rights of others
  • Transmitting false, misleading, or fraudulent information
  • Attempting to interfere with the security or functionality of our systems
  • Engaging in any activity that could harm our reputation or business
  • Using our services for any unlawful or unauthorized purpose
  • Harassing, abusing, or threatening our staff or other users

Content Guidelines

When submitting information or communicating with us, you agree to:

  • Provide truthful and accurate information
  • Refrain from submitting offensive, defamatory, or inappropriate content
  • Respect the privacy and rights of others
  • Not transmit any material that contains viruses or malicious code

Privacy Obligations

You are responsible for maintaining the confidentiality of any sensitive information you share with us. You agree to take reasonable steps to protect your data and to notify us immediately if you suspect any unauthorized access to your information.

2. Disclaimers and Limitation of Liability

Disclaimer of Warranties

Our website and services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including but not limited to:

  • Warranties of merchantability or fitness for a particular purpose
  • Warranties that our services will be uninterrupted or error-free
  • Warranties regarding the accuracy, reliability, or completeness of information
  • Warranties that our website will be secure or free from viruses

No Financial Advice

Our services provide analysis and information but do not constitute:

  • Investment advice or recommendations to buy or sell specific securities
  • Legal, tax, or accounting advice
  • Financial planning or wealth management services
  • Guarantees of specific financial outcomes or investment returns

You should consult with qualified professionals before making significant financial decisions.

Limitation of Liability

To the maximum extent permitted by law, Numeris Croft and its officers, directors, employees, and agents shall not be liable for:

  • Any indirect, incidental, special, consequential, or punitive damages
  • Loss of profits, revenue, data, or business opportunities
  • Damages resulting from your use or inability to use our services
  • Damages arising from decisions made based on our analysis
  • Damages caused by errors, omissions, or interruptions in service

Our total liability for any claims arising from or related to our services shall not exceed the amount you paid for the specific service giving rise to the claim.

Exclusion of Consequential Damages

In no event shall we be liable for any consequential, indirect, or special damages whatsoever, including but not limited to loss of use, lost profits, or business interruption, even if we have been advised of the possibility of such damages.

3. Indemnification

You agree to indemnify, defend, and hold harmless Numeris Croft, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your violation of these Terms and Conditions
  • Your violation of any rights of another party
  • Your use or misuse of our services
  • Your breach of any representations or warranties made herein
  • Any financial decisions you make based on our analysis

This indemnification obligation shall survive the termination of your use of our services.

4. Third-Party Interactions

Third-Party Content and Links

Our website may contain links to third-party websites or references to third-party services. We do not:

  • Endorse or guarantee the accuracy of third-party content
  • Control or take responsibility for third-party websites
  • Accept liability for third-party products or services
  • Make any warranties regarding third-party offerings

Your interactions with third parties are solely between you and the third party. You should review their terms and policies before engaging with them.

Third-Party Data

Our analysis may incorporate data from third-party sources. While we strive to use reliable sources, we cannot guarantee the accuracy or completeness of third-party data and are not responsible for any errors or omissions in such data.

5. Age Restrictions and Requirements

Our services are intended for adults who have reached the age of majority in their jurisdiction. By using our services, you confirm that:

  • You are at least 18 years of age
  • You have the legal capacity to enter into binding agreements
  • You are not using our services on behalf of a minor without appropriate legal authority

We do not knowingly provide services to individuals under 18 years of age. If we become aware that we have inadvertently collected information from someone under 18, we will take steps to delete such information.

6. Governing Law and Jurisdiction

Applicable Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Jurisdiction

You agree that any legal action or proceeding arising out of or relating to these Terms and Conditions or your use of our services shall be brought exclusively in the courts located in Toronto, Ontario, Canada. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

Dispute Resolution

Before initiating any legal proceedings, we encourage you to contact us to attempt to resolve any disputes informally. If informal resolution is not successful, the following process applies:

  • Either party may initiate mediation to resolve the dispute
  • Mediation shall be conducted by a mutually agreed-upon mediator
  • Each party shall bear its own costs of mediation
  • If mediation is unsuccessful, either party may pursue legal remedies

7. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms and Conditions if such failure or delay is due to circumstances beyond our reasonable control, including but not limited to:

  • Acts of God, natural disasters, or severe weather
  • War, terrorism, civil unrest, or government actions
  • Pandemics, epidemics, or public health emergencies
  • Labor disputes, strikes, or lockouts
  • Failures of telecommunications or internet infrastructure
  • Power outages or equipment failures
  • Any other events beyond our reasonable control

In such events, our obligations shall be suspended for the duration of the force majeure event, and we will make reasonable efforts to resume normal operations as soon as practicable.

8. Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed from these Terms and Conditions.

The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision, and the remaining provisions shall continue in full force and effect.

9. Waiver

No waiver of any term or condition of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

Any waiver must be in writing and signed by an authorized representative of Numeris Croft to be effective.

10. Entire Agreement

These Terms and Conditions, together with our Terms of Service, Privacy Policy, and any other legal notices or policies published on our website, constitute the entire agreement between you and Numeris Croft regarding your use of our website and services.

These terms supersede any prior agreements, understandings, or communications between you and Numeris Croft, whether oral or written, regarding the subject matter herein.

11. Modification of Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting to our website with an updated "Last updated" date.

Material changes will be communicated through:

  • Prominent notice on our website
  • Email notification to users who have engaged our services
  • Notification during your next interaction with our services

Your continued use of our services after changes are posted constitutes your acceptance of the modified terms. If you do not agree to the changes, you must discontinue use of our services.

12. Assignment

You may not assign or transfer your rights or obligations under these Terms and Conditions without our prior written consent. Any attempted assignment in violation of this provision shall be void.

We reserve the right to assign or transfer our rights and obligations under these Terms and Conditions to any third party, including in connection with a merger, acquisition, sale of assets, or by operation of law.

13. Survival

The following provisions shall survive the termination of your use of our services or these Terms and Conditions:

  • Intellectual property rights
  • Disclaimers and limitations of liability
  • Indemnification obligations
  • Governing law and dispute resolution
  • Any other provisions that by their nature should survive termination

14. Contact Information

If you have any questions about these Terms and Conditions, please contact us through our contact page. We will make reasonable efforts to respond to your inquiries in a timely manner.

For legal matters, please direct your communication to our legal department through the same contact channels.