Suma Terms of Use

Suma's terms of use are our contract with you. They set out what we provide, what you are responsible for, and the limits of what we can be held liable for. Version terms-2026-10-v10. These terms apply together with your Order Form, the quote shown in your client area that sets out the scope of your build, your build fee, your service fee and any date or fixed-price period it states.

Introduction

Welcome to Suma. Before you use Suma we need you to read and accept these terms. We've written them to be read, so it's clear what we expect from you and what you can expect from us. They are firm, because they have to be: we hold your books.

Each section opens with a summary paragraph. The summaries help you find your way; the numbered clauses are the contract.

These are legal rights and obligations, so please read everything. If you can't agree to these terms, you can't use our services.

Questions after reading: write to sales@suma.hk or use the contact page. A founder answers, usually within one business day.

Two related pages, the privacy notice and the security page, describe how we work. The security page is a description only, and these terms prevail over it. The privacy notice is binding on us for how we handle personal data, including the current list of our suppliers. Section 6 sets out which document wins if two of them differ (sections 6, 28 and 42).

Joining and using Suma

This section explains who these terms bind, how you accept them, and what you promise us when you engage Suma. Suma is for business use. When you see a word in bold, it has the same meaning every time it's used within these terms.

1. You and Suma: When we say you or your, we mean the company, firm or other business that engages us, and every person who accepts these terms or uses our services on its behalf. The person who accepts these terms confirms they have authority to bind that business. When we say Suma, we, our or us, we mean Suma Limited, the entity in section 92.

2. Our services: Our services are all the services we provide now or in the future, including: the bespoke finance and operations software we build for your business (your app), the hosting, storage and upkeep of that app and the books it keeps, the assistant inside it, the client area at suma.hk, our guides and demo, and, where your engagement includes it, the link between your app and our partner accounting firm. Our services are software services. The professional accounting work, meaning the review, sign-off and filing of your books by a licensed practice, is provided by the partner firm and not by us (see the Partner accounting firm section).

3. What we commit to: During your engagement we will: build your app to the scope in your Order Form; keep a double-entry ledger in which every posting balances, checked by our software before it is saved; encrypt your sensitive data at rest with a key unique to your company; scope every request to your company on our servers; keep daily backups of your data and restore them as section 57 provides; meet the service level in section 55; release updates to your app; answer your support messages and change requests (section 59); give you an export whenever you ask (sections 27 and 72); not train any model on your data or permit a supplier to (section 27); and tell you of a security incident affecting your data within the time in section 32. The ledger commitment is about arithmetic: debits equal credits. It is not a promise that any entry is the right one, which is for you to check (sections 14 and 74). These are our core service commitments. Our other obligations are those these terms, the privacy notice (for personal data) and your Order Form state expressly. Descriptions of how we work on our website, in our guides or on the security page are descriptions and not further promises.

4. Business use only: Our services are supplied for use in a business. You confirm that you are engaging us in the course of a business, whether as a company, a partnership, a sole proprietor or an individual who keeps books for a trade or profession, and not for personal, family or household purposes. If you are an individual, you engage us as a sole proprietor or on behalf of a business, and you confirm you are not relying on any consumer-protection right in doing so.

5. How you accept these terms: Your Order Form is the quote shown in your client area that sets out the scope of your build, your build fee, your service fee and any date or fixed-price period it states. We show it to you before your build starts. When we accept your application, we ask you to accept these terms by ticking a box that refers to them, and you must do so before we start your build. We record which version of these terms you accepted and when, and that record is never rewritten. If you were already a client when this version was published, you accept it by ticking the box we show you, or by continuing to use our services after the notice period in section 87. If you were already a client, or had already paid for your build, when this version was published: your start date is the date your paid service began; any build or engagement fee you paid is your build fee; and section 19 and the first two bullets of section 72 do not apply to you. Our records of your acceptance, your account, your payments and your use of our services are evidence of your acceptance and are conclusive absent manifest error. If a purchase order, supplier form or other document of yours contains terms, those terms do not apply, even if we process or sign it.

6. Creating an engagement: When we have accepted your application and you have accepted these terms, you become a client and your engagement with us begins. It starts with a free build and a trial (section 19), and continues as a paid engagement only if you decide to continue and pay (section 20). The client is responsible for the engagement and for everything done under it. The Order Form, and the payment records and receipts for your fees, form part of your contract with us. If two documents differ, they apply in this order: (1) for personal data, the privacy notice; (2) the Order Form; (3) these terms, within which sections 48 to 54 prevail for anything about the partner firm. A receipt records what was paid and changes none of them. A proposal or other document we issued before the Order Form is not part of your contract, except for anything the Order Form expressly carries forward (section 88).

7. Invited users: An invited user is a person other than the client, such as a member of your staff or an accountant you appoint, whom we invite into your engagement at the client's request. Every invited user must accept these terms before using our services, and you are responsible for making sure they do and for everything they do. Invitation links are personal and must not be forwarded or shared. The partner firm is not an invited user; its access is governed by section 51.

8. User access: You decide who is invited into your engagement. Your app scopes every request to your company on our servers, so an invited user sees your company's books and nobody else's. Within your company, every invited user currently has the same access as the client: our services do not yet offer roles that limit what an invited user can see or do, so invite only people you trust with all of your books. Anything an invited user does in your client area, including in the payment page or the billing portal, is treated as done by the client. Requests to add or remove access must come from the client, and we may act on any such request that appears to come from an authorised person without further verification.

9. Partner accounting firm: We link your app to our partner firm only if you ask us to, and only once you have engaged it (section 49). You decide if and when to have your books reviewed and filed; when you do, the Partner accounting firm section applies. Suma is a software provider; the partner firm, not Suma, provides the professional accounting services and bills you for them separately.

10. Payments: Nothing is charged, and we take no card details, during your build or your trial. Payments to Suma are taken by Stripe through Stripe Checkout. The card form is Stripe's, hosted by Stripe, and Stripe's terms apply to the card transaction. We never see or hold your card details. You pay by card through the payment page in your client area. When you decide to continue, you pay the build fee there, and your monthly service fee becomes a recurring Stripe subscription charged at the end of each calendar month (section 20): your card details are saved with Stripe (never with us) and you authorise us, and Stripe on our behalf, to charge that card for each service fee as it falls due, without further authorisation each time. Your client area links to Stripe's billing portal, where you can update your card, see your receipts and end your subscription (section 69). We do not currently accept bank transfers. If you were already a client when this version was published, you may keep paying in the way we agreed with you until we ask you to move to Stripe.

11. The right to use our services: Subject to these terms, including your obligation to pay fees when due (sections 20 and 24), we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use our services and your app, for your own internal business purposes only, for the period of your engagement, including your build and trial. We may suspend or revoke that right only as these terms provide. That is the whole of what you receive; nothing else is granted, by implication or otherwise. Your right ends automatically when the engagement ends or, for an invited user, when their access is revoked, except for the read-only access in section 72. Your right to an export (sections 27 and 72) is separate and continues. If you do not continue after your trial, you have no right to keep using the app we built for you or any part of it.

12. Client role: As the client you control the engagement and are responsible for it. In particular:

You may transfer an engagement only to a successor of your business and only with our prior written agreement.
You decide who is invited, and you may ask us to end any invited user's access at any time.
You resolve any dispute with your invited users about access; we will not adjudicate it.
You are liable for all activity under your engagement, whether or not you authorised it, until you tell us in writing to end the access concerned.

13. Rules: Whoever you are within the engagement, you agree to follow the rules in section 66. A breach of those rules by you or an invited user is a breach of these terms by the client.

14. Your responsibilities and warranties: You promise us that, from the moment you first give us information and throughout your engagement:

all information you give us, including the accounting files and answers you supply during your application, is true, accurate, complete and yours to give;
you own or have all rights, licences and consents needed for the data, files and personal data you provide, and providing them to us breaks no law, contract or right of anyone;
you decide what goes into your books. Your app may propose or pre-fill entries, amounts and categories. An entry proposed from a document you upload is booked only when you confirm it. Where your app has a bank feed (section 43), new bank lines are imported automatically. A line that matches an entry already in your books books nothing. Of the rest, your app books some automatically: money going out in the categories set for your app (by default rent, utilities, insurance and salaries), to suppliers on a list we set up with you, or that you have told your app always to book; and money coming in that your books cannot yet explain, which is booked to a holding account until it is matched or, where your app is set up to do so, to income. Every other line waits for you to book it. Which automatic rules apply to your app is shown in it and can be changed on your request. You can change the category of, correct or void any entry, and you are responsible for the entries in your books, including those booked automatically;
you will review, verify and approve everything you take from our services before you rely on it for any legal, tax, accounting, regulatory or commercial purpose, and you remain solely responsible for your books, records, filings and returns;
you will keep your contact details (including a current email address) up to date, keep your login details secret, use passwords of at least ten characters that are not easily guessable, and keep your own systems and devices secure;
you will keep your own copies of the data you enter into our services; and
you will comply with all laws that apply to your business and to your use of our services, including tax, company, anti-money-laundering and data-protection law.

15. New, revised and withdrawn services: We improve our services continuously and may add, change, replace or withdraw any feature or service at any time, provided we continue to meet our commitments in section 3. Updates to your app arrive automatically and you agree to receive them; we are not obliged to support any version other than the current one. New or updated services may come with additional terms, which we'll tell you about before you use them. We are not obliged to build any particular feature beyond the scope in your Order Form, and a description of a planned feature is not a promise to deliver it.

16. What we own: We own, and keep, all right, title and interest in our services and everything in them: the core platform, the modules, the ledger engine, the design, compilation and look and feel, the app we build for you and every part of it, all documentation, and all improvements, modifications and derivative works of any of them, whoever suggests them and whether or not they are built for you or paid for by you. This includes all copyright, trademarks, designs, inventions, know-how and other intellectual property, anywhere in the world. Your app is licensed to you under section 11, not sold. Nothing in these terms transfers any of our intellectual property to you, and nothing in this section gives us ownership of your data (section 26). You must not remove or alter any notice of ownership.

17. Feedback and outputs: Any feedback, suggestion or idea you give us about our services belongs to us and we may use it without restriction or payment. The reports, statements, drafts and other documents our services generate for you from your data (outputs) are yours to use for your business, but the templates, structures, methods and code that produce them remain ours. You may not use outputs to build or train a competing product or service.

18. Publicity: We may identify you as a Suma client by name and logo in our marketing and client lists unless you tell us in writing that you would prefer we didn't. We will not describe your confidential information or results without your written approval, and we will never fabricate a result.

Pricing

We build your app for free. When we hand it over, you trial it for 14 days with your own data, working closely with us. If you then decide to continue, you pay a one-off build fee, and from then on a monthly service fee, billed at the end of each calendar month, for as long as your app runs. If you decide not to continue, you pay nothing, and you keep read-only access to your data for 30 days before we delete it. Fees are stated in your Order Form and are non-refundable once paid, apart from the cases in sections 58 and 70 and rights the law does not let us exclude (section 77). The partner firm's fees are not Suma fees: the firm bills you, and you pay it, directly. This section is for the client, not an invited user.

19. The free build and the trial: Once your engagement begins (section 6), we build your app to the scope in your Order Form at no charge. We do not commit to a build time; you can follow the progress of your build live in your client area, where each step is marked only when it has actually happened. The day we email you that your app is live and you can sign in to it is the handover date. Your trial starts on the handover date and lasts 14 days. During the trial you use your app with your own data, and we work closely with you on it; changes within the scope of your Order Form are part of the trial. Nothing is charged for the build or the trial. Before the trial ends, you decide whether to continue. You continue by paying the build fee through the payment page (section 20), which you can do from the twelfth day of your trial; your trial ends on your start date. You tell us you will not continue as section 69 describes. If you have done neither by the end of the trial, you keep full use of your app for a further 7 days. If you have still not paid by then, your app becomes read-only until you pay. If you have not paid within 30 days after the trial ends, your engagement ends, and section 72 applies; the 30 days of read-only access under that section run from the day your app became read-only. Either of us may also end the engagement at any time during the build or the trial under section 69 or 70.

20. The build fee and the monthly service fee: If you decide to continue, you pay the one-off build fee through the payment page in your client area, and the day you pay is your start date. From the start date you also pay a monthly service fee, charged by Stripe subscription at the end of each calendar month for that month, starting with the month in which your start date falls. Both fees are set per client, stated in Hong Kong dollars in your Order Form and shown to you before you pay. Unless your Order Form states otherwise, the build fee is HK$2,500 and the service fee is HK$1,500 a month. The build fee is earned when it is paid. The service fee covers hosting your app and the books it keeps, updates and upkeep, the assistant, support from the founders, and, where you have asked for it, the link to the partner firm. It does not cover the partner firm's own fees, which the partner firm bills you separately (section 50). The pricing plan is the build fee and service fee offered to you, with the payment, renewal and cancellation terms in your Order Form and these terms, and any promotional pricing we've given you. The pricing plan forms part of your contract (section 6). Fees are exclusive of all taxes.

21. Changes to fees: We will not increase the build fee or the service fee stated in your Order Form before your start date. After your start date, we may change the service fee, or any other fee, by giving you at least 30 days' notice by email. The new fee applies from the first calendar month that begins after the notice period. Changes never apply retrospectively. This section applies even though your fees are stated in your Order Form, unless the Order Form fixes a fee for a stated period. If you don't accept a fee change, your remedy is to end your engagement under section 69 so that it ends before the change takes effect. Continuing to use our services after the change takes effect, without having done so, is acceptance of the new fee.

22. Taxes: All fees are exclusive of any tax, levy or duty, wherever imposed. You are responsible for all taxes on your use of our services, including any withholding tax, and you will pay us an amount that leaves us with the full fee after any withholding.

23. Additional services and change requests: Because your app is built for you, you can ask us to change it. Ordinary adjustments within the scope of your Order Form are covered by your service fee. Anything else, including a further build, a substantial change, integration with a new third-party product, or other work outside that scope, is an additional service, is at our discretion, and is charged at the price we quote in writing before we start. Whether a request is ordinary or additional is decided by us, in our discretion, and we will tell you which before we start. Where an additional service has no separate terms, these terms apply to it. Before your start date we charge nothing: any additional service we agree in writing to provide during your build or trial is added to your build fee and charged on your start date.

24. Late payment: If any fee is not received when due, we may charge simple interest on the overdue amount at 1.5% per month from the due date until paid, and recover from you all reasonable costs of collection, including legal costs. If a fee is more than 7 days overdue we may, without further notice, place your app in read-only hold, so that you and your invited users can view and export your data but not enter or change anything, or suspend your access to some or all of our services, until every outstanding amount is paid. If a fee is more than 14 days overdue we may terminate under section 70. A hold or suspension does not stop service fees accruing, and it does not affect your right to an export (section 27). Where your bank or card provider fails or delays a payment, the fee remains due from you.

25. Set-off: You must pay all fees in full without set-off, counterclaim, deduction or withholding of any kind, except a service credit under section 58, which we apply for you. We may set off any amount you owe us against any amount we owe you.

Data use and privacy

Your data is yours. We don't sell it, we run no advertising on it, and nothing you give us trains a model. You can take a copy of your books at any time during your engagement, and after it for the periods in section 72. This section sets out the licence you give us so we can run the service, and who is responsible for what under the Personal Data (Privacy) Ordinance.

26. Licence to your data: You keep ownership of the data you enter or upload into our services, and of the files, answers and other material you give us to scope and build your app, including recordings and transcripts of your scoping meetings (your data). You grant us, and our suppliers acting for us, a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, store, process, display, back up and create outputs from your data, including personal data of yourself and others, for these purposes only: to provide our services to you; to scope, build, test and maintain your app, including by testing changes against a copy of your books before we release them (section 42); to operate and secure our services; to comply with law; to communicate with you about your engagement; to create the aggregate statistics in section 31; and to share it with the suppliers listed in our privacy notice and, where you have engaged the partner firm and asked us to link your app to it, with the partner firm. This licence does not permit us or our suppliers to train any model on your data (section 27). It applies from the moment you first give us material, including during your application, and lasts for as long as we hold your data under section 72.

27. Your data is yours: We do not buy data about you, we do not sell or rent your data, and we run no advertising or profiling on it. We will not use anything you give us to train any model, ours or anybody else's, and we will not permit a supplier to: every AI tool we use on your data is used under terms or account settings that prohibit training on it. You may ask us at any time for an export: a copy of all of your data held in your app, including your ledger, your records of customers, patients, appointments and payments, and the documents stored against them, in a common machine-readable format. Exports are free, are not limited in number, and do not depend on your fees being paid. We provide an export within five business days of your request. The only grounds for delay are where we reasonably believe the request may not come from you, or that providing the export would itself create a security, legal or regulatory risk (section 38), and an event outside our control (section 80); we then provide it once that is resolved. After your engagement ends, your right to an export continues for the periods in section 72.

28. Your own personal data: Our privacy notice describes how we process your own personal data, like your name and email address, and how to exercise your rights under the Personal Data (Privacy) Ordinance. The privacy notice is binding on us for anything about personal data, including the current list of our suppliers (section 42), and prevails over these terms if the two differ (section 6).

29. Personal data you give us about others: Where your data includes the personal data of your customers, suppliers, staff, patients or anyone else, you are the data user and we process it on your instructions as your data processor. We do not use it for any purpose of our own, other than to run, secure and test our services as section 26 allows and to create the aggregate statistics in section 31. You alone are responsible for: having a lawful basis and all necessary consents to collect that data and to give it to us and to the partner firm; giving the people concerned any notice the law requires; answering their access and correction requests; and deciding whether any incident must be reported to them or to the Privacy Commissioner. We will give you reasonable help with an access or correction request that concerns data held in your app. Our processing instructions are these terms and the configuration of your app; if you need something else, ask us in writing before providing the data.

30. Processing outside Hong Kong: Our suppliers operate outside Hong Kong, including in the European Union, Finland, Singapore and the United States, so your data is stored and processed overseas, including when it is processed by an AI model. You consent to that, and you confirm you have any consent you need from the people whose personal data is in your data. We choose suppliers that commit to protection at least equivalent to what the Personal Data (Privacy) Ordinance requires of us.

31. Aggregate statistics and usage counts: We may create aggregate statistics about the use of our services, such as counts of transactions, use of features and system performance, and use them to run, secure and plan our services. These statistics contain no personal data and cannot identify you, your company or the people in your records. We also keep per-client usage counts, such as requests made and assistant questions asked, for up to 90 days, to run, secure and price our services; these identify your company but contain none of your records. We do not use any of them, or your data, to train any model.

32. Security incidents: If we become aware of a security incident affecting your data, we'll tell you within 72 hours of becoming aware of it and give you the information we reasonably can, so that you can decide whether and whom to notify. If we don't yet have all the facts at that point, we'll tell you what we know and follow up as we learn more. That is the extent of our obligation for an incident; our liability is governed by section 75.

Confidential information

Each of us protects the other's confidential information. Our code, methods, pricing and the way our services work are ours and confidential.

33. Keeping it confidential: You and we each agree to keep the other's confidential information secret, to use it only for the purposes of the engagement, and to take at least reasonable steps to prevent unauthorised access to it, during the engagement and for five years afterwards. For your data, our obligation continues for as long as we hold it. Your confidential information includes how your business runs and the state of its books. Ours includes our source code, architecture, prompts, methods, pricing, proposals, roadmap and everything about how our services work that is not public. Either of us may disclose the other's confidential information where the law or a regulator requires it, after giving notice where legally allowed.

34. Non-solicitation: During your engagement and for twelve months after it ends you will not, directly or through anyone else, solicit for employment or engagement any founder, employee or contractor of Suma who has worked on your engagement, without our written consent.

Security

We take security seriously and you must too. Your sensitive data is encrypted at rest with a key unique to your company, and we back it up every day (section 57). No system is perfectly secure, and you are responsible for your side of it.

35. Security safeguards: We maintain technical, physical and administrative safeguards to help keep your data secure. Your sensitive data, such as names, contact details, notes and records about people, is encrypted at rest with a key unique to your company. Depending on how your app stores it, that data is encrypted field by field or as a single encrypted record. Your company key is itself stored encrypted. The master key that unlocks it is not kept in the database: it is held in our hosting provider's encrypted environment settings, and a copy is held in the environment settings of our internal operations service so that it can read your books when a founder asks it a question about your engagement. The test copies of your books on our build server (section 42) are re-encrypted under a separate key that is kept on that server with them, so that they can be opened there without the master key. Other data, such as amounts, dates and categories, which the system must add up or sort, is protected by encryption of the stored database and of data in transit, and is not encrypted field by field. Every request from you or an invited user is scoped to your company by our software on our servers. Suma's founders and staff, our internal operations service, and the AI coding tools with which we build and test your app (section 42) can also read your books, but only to build, support, test and secure your app and to answer your requests. The balance of your ledger is checked by our software on every write. The security page describes these measures as they stand at the date shown on it. It is a description and not part of these terms. No method of electronic storage or transmission is completely secure, and we do not guarantee that our services will be free from unauthorised access, loss or interference. If we believe your account may have been accessed without authorisation we may restrict or suspend it until you verify the access was authorised.

36. Security features: We may introduce security features such as multi-factor authentication and may require you to use them. Where a feature is optional, you bear the consequences of not using it.

37. Your part: Your app runs in a web browser, or in our desktop wrapper, which loads the same app. It keeps a working copy of your books in the browser's storage on the device you use, and synchronises it with our servers. The safeguards in section 35 apply on our servers; protecting the devices and browsers you use, the working copy on them, and anything you download or export from your app, is your responsibility. You must keep login details secret, not let anyone else use them, secure the devices you use your app on, and tell us immediately at sales@suma.hk if you know or suspect any unauthorised use of your account or of the email address linked to it. You are responsible for everything done through your credentials until you give us that notice. You must not store personal data, card details, identity card numbers or bank account details in free-form fields that are not designed for them.

38. Suspension for security: We may suspend or limit your access, or any invited user's access, immediately and without notice where we reasonably believe it is necessary to protect our services, our other clients, your data or ourselves from a security threat, a legal or regulatory risk, or a breach of section 66. We will tell you as soon as we reasonably can and restore access once the issue is resolved. Fees continue to accrue during a suspension caused by you. A suspension under this section delays an export only for as long as providing it would itself create the risk concerned.

The assistant

Every app comes with an assistant that answers questions about your own books and reads the receipts you upload. It reads and suggests. It never posts to your ledger on its own. When it answers a question, the model reads only your question, with names replaced by placeholders; the figures and the answer are produced by our own software. You must still check what it tells you.

39. What the assistant does: The assistant is the model-backed helper inside your app. It answers questions about your books in plain language, and reads documents you upload, such as a receipt or an invoice, to propose an entry. The assistant is part of every app; we cannot currently switch it off for a single client. You are not obliged to use it.

40. What the assistant cannot do, and no reliance: The assistant cannot post to your ledger, move money, or send anything outside your app on its own. An entry it proposes is booked only when you confirm it, and every proposal goes through the same deterministic checks as everything else: the checks decide, not the model. When you ask a question, a machine-learning model interprets it, and our own software then calculates the figures and writes the answer. When you upload a document, the model reads it and drafts the proposed entry. Either way the model can misread what you meant, so answers and proposals may be incomplete, out of date, or an answer to a different question from the one you meant, and they are not accounting, tax, legal or professional advice. You must verify anything you rely on and you agree that you do not rely on the assistant's output without doing so. Subject to section 77, we accept no liability for any action you take on the basis of an assistant answer.

41. What the assistant sees: When you ask a question, real names are swapped for stable placeholders before the question leaves your environment, and a second filter on our server strips anything else personal that is recognisable by shape, such as email addresses, phone numbers and identity or card numbers. The model is not shown the rows of your books: it reads your question, and our software looks up and calculates the answer on our servers. When you upload a document for the assistant to read, the document is sent to the model as it is, because reading it is the task. Passwords, bank credentials and authentication data are never sent to a model. Inference runs with the supplier named in section 42 under terms that forbid training on your data. We may change the model (section 15) or the supplier (section 42). The assistant is subject to the fair-use limits in section 64.

Suppliers, bank feeds and third-party products

Suma runs on a short list of suppliers we actually call, and your app may connect to other companies' services. They are not ours, and we are not responsible for them, except that an outage at the suppliers who host our services counts against our service level (section 55).

42. Suppliers: Our services depend on third-party infrastructure. Your app is a web application: you use it in a web browser at its address on suma.hk, or through our desktop wrapper for Mac, Windows or Linux, which loads the same app. Our website, application, database, email, file storage, payments, bank feeds, model inference, build tooling and internal tools are run by the suppliers listed in our privacy notice. At the date of these terms they are: Vercel (website and application hosting, and the environment settings that hold our master key); Neon (database); Google Cloud (Vertex AI in the European Union, which runs the Google Gemini models behind the assistant, and Cloud Run, which hosts our internal operations service and holds a copy of our master key in its environment settings); Anthropic (Claude models, used in the AI coding tools with which we build and maintain your app, and in our onboarding and internal operations services, which read the PDFs and images you upload during your application and answer founders' questions about client engagements); Hetzner (our build server in Finland, which holds regularly refreshed test copies of the books of clients whose apps are in use, so that we can test changes against real data before we release them); Google Workspace (our email, and storage of onboarding files, meeting recordings and transcripts); GitHub (source code, including your app's configuration, which includes your business's name and may include the names of your staff); Resend (email sent by our services); Stripe (payments); Finverse (bank feeds, where your app has one); Calendly (booking meetings with us); PostHog (analytics on parts of our website); and Telegram and Meta's WhatsApp (internal messages between our founders and our internal operations service, which may concern client engagements). We may change suppliers at any time; if we add one, the privacy notice changes before the supplier is called. The privacy notice is the current list if it differs from this one. Suppliers' terms may apply to you, such as Stripe's for card transactions or Finverse's for a bank feed. We are not liable for any act, omission, outage, change or failure of a supplier, except as section 58 provides for the availability of our services.

43. Bank feeds: Where your build includes a bank feed, your app connects to your bank through Finverse, an open-banking provider, once you have authorised the connection with your bank. Your app then imports new transactions automatically, at least daily, and books some of them automatically as section 14 describes. The feed is provided by your bank and Finverse on their terms, and you are responsible for any authorisation they require. Feeds may be interrupted, delayed, incomplete or withdrawn for reasons outside our control, and you must check that transactions in your books match your bank's own records. Any charge for a feed will be passed on to you and we'll tell you about it in advance; a charge arising before your start date is added to your build fee and charged on your start date. You may stop a feed at any time by asking us or by withdrawing your authorisation with your bank.

44. Third-party products: You may use data, services and apps from other companies (third-party products) with our services, for example a bank, a payment provider or a calendar your app connects to. Their provider is independent of us and may charge you fees in addition to ours. We do not endorse, control or assume any responsibility for any third-party product, and any dispute about one is between you and its provider.

45. Third-party terms: Third-party products are subject to terms and privacy notices set by their providers, including pricing, refunds and how they use your data. You must read and accept those before connecting, and you bear the consequences of doing so.

46. Data used for connections: If you connect your app to a third-party product, we use your data, including personal data, to make and maintain that connection, and we use data we receive back in line with these terms and our privacy notice.

47. Payments from third parties: We don't currently receive fees from any provider, including the partner firm, for referring you or for data a provider accesses about you through our services. If that changes we'll say so in these terms before it applies. We also build and maintain software that the partner firm uses for its review and filing work.

Partner accounting firm

Your app keeps the books. A licensed firm reviews and files them when you ask. If you ask us to, we link your app to the partner firm so it can see your books and send you questions. You engage the partner firm directly, it bills you at its own fees, and you pay it directly. The partner firm is independent of Suma and responsible for its own professional work, even though it uses software we build.

48. The partner firm: Our partner firm is W. M. Sum & Company, Certified Public Accountants, an established Hong Kong CPA practice, or any other licensed practice we name to you in writing. We link your app to the partner firm only if you ask us to, and only once you have engaged it (section 49). The partner firm can then see the accounts our software has kept and send you questions about them, which appear in the requests section of your app. When you decide to have your books done, you instruct the partner firm directly; its accountants review your accounts, using software we build and maintain for it (section 47), and a licensed CPA signs off and files your statutory accounts. You reply to the partner firm, and deal with it about its work, directly and not through your app. We may replace the partner firm, or end the link, at any time on notice to you.

49. Two services, two providers: Suma provides the software, and the software keeps your books from what you enter, import and confirm. Suma does not provide bookkeeping, accounting, audit or tax services. The partner firm provides the professional accounting services: review, sign-off, audit where required, and statutory filing. You engage the partner firm directly, on its own engagement letter and terms, and you will sign that letter before it starts work for you. Suma is not a party to it, does not supervise the partner firm and is not responsible for its work, including where the partner firm does that work using software we build. If sections 48 to 54 are inconsistent with any other part of these terms, sections 48 to 54 prevail (section 6). Nothing in those sections limits our rights to suspend or terminate under these terms.

50. Partner firm fees: The partner firm's fees are never part of your Suma fees. The partner firm sets its own fees, tells you them before it starts each piece of work, invoices you directly and is paid by you directly. Payments to the partner firm cannot be made through your app or to us. Any query, dispute or refund about its fees is between you and the partner firm. We do not control and are not responsible for fees set by the partner firm.

51. Authorisations and approvals: Where you have engaged the partner firm and asked us to link your app to it, you authorise the partner firm to access your books through our services to review and file your accounts, and you authorise us to give the partner firm the data it reasonably needs. Filings are made on your instruction, and you remain solely responsible for reviewing and approving your accounts, returns and filings before they are made and for their accuracy and timeliness. We are not responsible for any filing, or any failure or delay in filing, or any penalty or surcharge that results.

52. Data shared with the partner firm: Data you or we give the partner firm is handled by it under its own terms and professional obligations. You are responsible for having all rights and consents needed to provide personal data about others to the partner firm.

53. No responsibility for the partner firm: The partner firm is independent of Suma and its services are not our services. We are not liable for its services, advice, acts, omissions or failure to comply with its terms. If a problem arises and it isn't clear whose it is, tell us and we will help you work it out with the partner firm, without accepting liability for it.

54. Ending the partner firm's services: If your engagement with us ends, the partner firm's access through our services ends with it. If the partner firm's services to you end but your engagement continues, your app keeps your books and you may appoint another accountant, whom we will invite as an invited user on your instruction. You can also give any accountant an export at any time (section 27).

Service levels, maintenance and downtime

We commit to keeping the core of our services available 99.5% of the time each month, and we back up your data every day. If we fall short of the availability commitment, you get a credit against your service fee, and if an outage runs past three days you can walk away with that month's fee waived. You may still lose access from time to time, so keep your own copies.

55. Availability commitment: We will make the core services available for at least 99.5% of the minutes in each calendar month. The core services are signing in, loading your app, synchronising your app with our servers, and your client area. Unavailable means that the core services cannot be used by any client because of a fault on our side or at a supplier that hosts our services, measured from the earlier of the time our monitoring detects the fault and the time you report it to sales@suma.hk, until the core services are restored. Availability for a month is the minutes in the month less the unavailable minutes, divided by the minutes in the month, excluding the minutes in the next sentence. These do not count as unavailable: planned maintenance, of which we give you at least 24 hours' notice by email or in your client area, scheduled outside 09:00 to 19:00 Hong Kong time where practical, and limited to 4 hours in any calendar month; an event outside our control under section 80, other than an outage at a supplier that hosts our services, which does count; a problem caused by you, your devices, your network or your invited users; a third-party product you have connected, including a bank feed or calendar; a hold or suspension under section 24, 38, 64 or 70; and a feature offered under section 65. We may take the core services down for urgent security work without notice, and that time counts as unavailable unless the work was needed because of your breach of these terms. We measure availability with our own monitoring and will show you the record for any month on request.

56. Access issues: Outside the commitment in section 55, you may at times be unable to access our services or your data, for any number of reasons, including reasons outside our control, and we do not guarantee any particular response time or performance. That possibility is inherent in an online service and you accept it.

57. Backups and data loss: We back up all of your data held in your app at least once every 24 hours, in encrypted form, to storage separate from the live database, and we keep each backup for 30 days. If your data is lost or corrupted on our side, or you ask us to restore it, we restore it from the most recent backup that precedes the loss, and we aim to complete a restore within 24 hours of your request or of our discovering the loss. A restore replaces the data in your app with the backup; entries made after the backup was taken must be re-entered by you, and we will tell you the time the backup was taken. We test that our backups can be restored periodically. Backups are kept to restore your app; they are not an archive you can browse, and an export (section 27) is the way to take a copy. Data loss is still a risk of any technology: you are responsible for keeping your own copies of your data and for reconciling your books against your source records, and our only liability for lost or corrupted data is the restore in this section and section 75.

58. Service credits and long outages: If availability in a calendar month falls below the commitment in section 55, you are entitled to a service credit against the service fee for that month: 10% of that month's service fee if availability was below 99.5%; 25% if below 99%; 50% if below 97%; and 100% if below 95%. To claim a credit, email sales@suma.hk within 30 days after the end of the month, saying when you were affected; we check the claim against our monitoring record and apply the credit against your next service fee. Credits are never paid in cash, are not available for a month in which no service fee was payable, including your trial, and are not available while any fee is more than 7 days overdue. If the core services are unavailable for more than 72 consecutive hours, you may also end your engagement at once by email to sales@suma.hk, and the service fee for the month in which the outage occurred is waived or, if already paid, refunded; section 72 then applies as if the engagement ended after your start date. The service credit and, for a long outage, the right to end your engagement are your sole and exclusive remedies for the core services being unavailable, for slow performance and for any access issue, subject to section 77. We do not otherwise pay compensation, credits or refunds for downtime, however caused. Our only obligation for lost data is in sections 57 and 75.

59. Support: Write to sales@suma.hk, or use the requests desk in your app. Your messages and change requests are tracked there with a reference number and a status, so you can see where each one stands. Answers may be drafted with the help of our tools; a founder reviews them before you see them, except automatic status updates on your requests. We usually reply within one business day, but we do not commit to a response time. Our founders are sometimes away from Hong Kong, so replies may come outside Hong Kong business hours. Our guides answer common questions about keeping books in Hong Kong. Support is included in the service fee, is free during your build and trial, and is given in English.

60. Modifications and remote control of your app: We release updates, changes and enhancements to our services and may discontinue features, with notice where practical. Your app loads its current version from our servers each time you open it, so updates reach you automatically. If you use our desktop wrapper, it may ask you to download and install a new version of the wrapper itself, and you must keep it current. We may suspend or restrict the server-side services your app relies on, which stops the app from loading, for maintenance under section 55, in the circumstances set out in sections 24, 35, 38, 64 and 70, or when your engagement ends (section 72).

Do's and don'ts

How you may and may not use our services. Most of it is common sense. A breach of section 66 is one we may act on immediately.

61. Help using our services: We provide guidance in the tour of your app, in our guides, on our website, in the services themselves and in our messages to you. Guidance is general and is not advice for your circumstances. You agree to use our services only for lawful business purposes.

62. The demo and sample data: Our website includes a demo built on sample data. It shows how a build works; nothing in it is a record of any real business, and nothing typed into it becomes part of anyone's books. Questions typed into the demo are answered by the assistant's model, so do not type anything confidential into it.

63. Honesty: We never fabricate case studies, metrics, credentials, files or results, and nothing in your client area is marked done unless it happened. We require the same of you: everything you tell us about your business must be true.

64. Fair use: Our services must not be used in a way we consider excessive or unreasonable (our fair use principle). We may set limits, such as a daily cap on assistant questions or on files uploaded, and change them at any time. Limits do not apply to exports under section 27. If you breach the fair use principle we may ask you to stop within 14 days, and we may throttle, suspend or terminate under section 70 if you don't, or immediately if the breach threatens our services or other clients.

65. Beta or early access services: We may offer a feature as an alpha, beta or early-access feature. You use it entirely at your own risk; we may withdraw or change it at any time; it is outside the commitment in section 55; and sections 74 and 75 apply to it in full.

66. You must never:

undermine the security or integrity of our systems or networks, or attempt to;
use our services in any way that might impair them or interfere with anyone else's use;
access any system, account or other client's books without permission, or probe for a way to;
introduce or upload anything containing malicious code;
attempt to make the assistant act outside section 40, extract our prompts or instructions, or defeat the filters in section 41;
share anything offensive, unlawful or infringing;
modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer, or extract the source code of any part of our services or your app, except to the extent the law allows despite this clause;
use our services, outputs or documentation to build, train or improve a product or service that competes with ours, or benchmark them for publication without our consent;
resell, lease, share, sublicense or provide our services or your app to anyone outside your business;
commit fraud or any illegal act through our services, or keep books you know to be false;
misrepresent your identity, your authority or your business; or
be abusive, threatening or harassing towards a Suma founder, a member of the partner firm or another Suma client. We do not tolerate abuse of the people who answer your messages.

Termination

During your build or trial, you may end the engagement at any time, we may end it on 14 days' notice (or sooner under section 70), and nothing is payable. Once you have paid, you may end it at the end of any calendar month, by cancelling in the billing portal or by email. We may end it with 14 days' notice, or immediately in the cases section 70 lists, such as an unremedied breach, fees more than 14 days overdue, or insolvency. Fees already paid are not refunded, apart from the cases in sections 58 and 70, and fees already due remain payable. If your engagement ends after the handover date but before your start date, you can view and download your data for 30 days; if it ends after your start date, you can ask us for an export for 12 months (section 72).

67. Engagement period: Your engagement begins as section 6 describes and continues through the build and the trial. If you continue, from the start date it continues month by month, each billing period being a calendar month, and renews under section 68.

68. Automatic renewal: At the end of each calendar month your engagement renews automatically for a further month, and the service fee for each month is charged at its end on a recurring basis, until the engagement is terminated under section 69 or 70.

69. Termination by you: During your build or trial you may end your engagement at any time by email to sales@suma.hk from your registered email address, including to tell us you will not continue; nothing is payable. After your start date you may end your engagement at the end of any calendar month, either by cancelling your subscription in the billing portal linked from your client area, or by email to sales@suma.hk from your registered email address sent before that month ends. Termination takes effect at the end of that month, and you must pay the service fee for it and all other fees due up to then. The build fee is not refundable (section 71). If the partner firm is working on a filing for you when you terminate, you must also follow the partner firm's own terms for that work.

70. Termination or suspension by Suma: We may terminate your engagement for any reason by giving you 14 days' written notice. We may also suspend your engagement, or your or any invited user's access, immediately and without notice, and may terminate your engagement immediately by written notice, if:

you breach these terms, other than by late payment, and, where the breach can be remedied, do not remedy it within 7 days after we notify you (14 days for a breach of the fair use principle, unless the breach threatens our services or other clients, section 64);
you breach section 66 or section 33, or the first or second promise in section 14 (true information; rights to your data), which we treat as incapable of remedy;
any fee is more than 7 days overdue, in which case we may hold or suspend under section 24, or more than 14 days overdue, in which case we may terminate;
you or your business become insolvent, stop trading, go into liquidation, have a receiver, manager or administrator appointed, make an arrangement with creditors, or suffer any similar event in any jurisdiction;
we reasonably believe that you, your business or your use of our services creates a legal, regulatory, sanctions, fraud or security risk for us, our suppliers or our other clients that cannot wait for 14 days' notice; or
a supplier withdraws a service on which your engagement depends and we cannot reasonably replace it.

If we terminate for one of the reasons in this list, the service fee for the current month remains payable in full and the build fee is not refunded. If we terminate under the first sentence of this section (14 days' notice, for any reason), the service fee for the month in which termination takes effect is reduced in proportion to the days of that month before termination, and the build fee is not refunded. If we terminate for non-payment, you may reactivate only by paying every outstanding amount in full, with interest and costs under section 24. Suspension or termination under this section does not remove your right to an export (sections 27 and 72).

71. No refunds: Subject only to section 58 (service credits and long outages), section 70 (where we end your engagement without cause) and section 77, no fee is refundable once paid, whether the engagement is terminated by you or by us, and whether or not you used the services during the period paid for.

72. Effect of termination and your data: When your engagement ends, your and your invited users' right to use your app ends. Your data stays yours, and what happens to it depends on when the engagement ends:

If it ends before the handover date, we delete your data within 30 days, and in that time you may ask us for a copy of anything you gave us.
If it ends after the handover date but before your start date (for example, because you decide not to continue after your trial, or do not pay within 30 days after it), you and your invited users keep read-only access to your app for 30 days, so that you can view all of your data and download it. You cannot enter or change anything in that time. If we ended your engagement under section 70 for a security, legal, sanctions or fraud risk, we may give you your data as an export in place of read-only access. At the end of the 30 days we delete all of your data, including the files you uploaded during your application, anything we extracted from them, recordings and transcripts of your scoping meetings and the test copies on our build server, and we withdraw the app we built for you. The operational records below are deleted at the end of their own periods.
If it ends after your start date, we keep all of your data held in your app for 12 months after the engagement ends, and you may ask us for an export at any time in that period by writing to sales@suma.hk from your registered email address. At the end of those 12 months we delete that data, unless before then you have asked us in writing to keep it for a longer period you specify. You may ask us to delete it sooner. The test copies on our build server are deleted within 30 days after the engagement ends. If Suma stops operating our services altogether before the 12 months end, we will give you at least 90 days' written notice by email and a full export before anything is deleted.

In every case, exports are free and do not depend on any fee being paid, we hold your data after the engagement ends as your data processor, on your instruction, for those purposes only, and copies in our backups are deleted as the backups expire, within 30 days (section 57). Reactivation after termination for non-payment is covered by section 70. In any other case it needs our written agreement.

During a paid engagement, files you uploaded during your application, anything we extracted from them, and recordings and transcripts of your scoping meetings are deleted within 90 days after the start date, or sooner on request.

During any engagement we also keep these operational records for limited periods: pictures and clips we attach to our answers to your requests, for 60 days; attachments you send with a request, for as long as the request is on your requests desk; crash reports and assistant audit records, for 90 days; per-client usage counts (section 31), for 90 days; screenshots sent to our internal operations service, for 30 days; our internal operations service's conversation records about your engagement, for 90 days; and up to five test copies of your books on our build server, each replaced by a newer one.

If you paid any fee, the record of the engagement itself (your reference number, contact details, questionnaire answers, the version of these terms you accepted, payment record and the dates the build moved) is kept for as long as you are a client and for seven years afterwards, as Hong Kong company and tax law expects. If you paid nothing, we keep only your reference number, contact details, the version of these terms you accepted and when, and the dates the build moved, for two years after the engagement ends, and then delete them.

If a legal or tax obligation requires us to keep something you have asked us to delete, we will say so and tell you when it lapses.

Liability and indemnity

This section is the core of the deal on risk. You indemnify us for claims arising from your use and your data, and we indemnify you if your app infringes someone else's intellectual property. Our services are provided as they are, apart from the commitments in sections 3, 55 and 57. Our liability is capped, most types of loss are excluded, and claims must be notified within 90 days and brought within a year. Read it in full.

73. Indemnities: You will indemnify and hold harmless Suma, its founders, directors, employees, contractors and suppliers from and against every loss, liability, damage, cost and expense (including reasonable legal costs) arising out of or in connection with: your data, including any claim that it infringes anyone's rights or was collected or provided unlawfully; your or any invited user's use of our services or of any third-party product; any breach of these terms by you or an invited user; your books, accounts, returns, filings or tax position, and any penalty or surcharge on them; and any claim by a person whose personal data you gave us. This indemnity does not cover loss to the extent it is caused by our breach of these terms, our negligence, fraud or wilful misconduct. We will indemnify you against any claim by a third party that your use of your app, in line with these terms, infringes that third party's intellectual property rights, provided you tell us of the claim promptly, let us conduct it and give us reasonable help; this indemnity does not cover claims arising from your data or from a third-party product, and is subject to the limit in section 75. Each party will take reasonable steps to mitigate. The partner firm is not covered by either indemnity; your relationship with it is governed by its own engagement letter.

74. Disclaimer of warranties: Our services, your app, the assistant, all outputs and all third-party products are provided "as is" and "as available", subject only to the express commitments in sections 3, 55 and 57. To the fullest extent the law allows, we exclude every warranty, condition, representation and term not expressly stated in these terms, whether implied by statute, common law, custom or otherwise, including any warranty of merchantability, satisfactory quality, fitness for any purpose, accuracy, completeness, non-infringement, or that the services will be uninterrupted, error-free, secure, or will meet any legal, accounting or tax requirement. In particular, we do not warrant that your books, accounts, statements or filings are correct, complete or compliant: that is for you to verify and for the partner firm or your own accountant to sign off. No statement on our website, in our marketing, on the security page, in the assistant, in our guides, or by any founder or employee is a warranty or forms part of these terms unless it is written into your Order Form, these terms or, for personal data, the privacy notice.

75. Limitation of liability: To the fullest extent the law allows, and subject to section 77:

We are not liable to you, in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any loss of revenue, profit, business, contracts, goodwill, customers, capital, anticipated savings or opportunity; any legal, tax, accounting, audit or regulatory cost, penalty, surcharge, interest or compliance issue; any loss or corruption of data beyond the remedy below; any damage to reputation; any loss arising from a third-party product, a supplier, a bank feed, the partner firm or any other third party, other than a service credit under section 58; any loss arising from the assistant's output; or any indirect, consequential, incidental, special, punitive or exemplary loss, damage or expense, in each case however arising and whether or not foreseeable or we were told of the possibility of it.
For loss or corruption of your data, our entire liability and your sole remedy is that we restore the data from our most recent backup as section 57 provides.
For the core services being unavailable, our entire liability and your sole remedy is the service credit and, for a long outage, the right to end your engagement under section 58.
Our total aggregate liability to you and your invited users, for all claims of every kind arising in connection with these terms, our services or your app, is limited to the greatest of (a) the total fees you actually paid us in the twelve months immediately before the event giving rise to the first claim, (b) the build fee you paid, and (c) HK$20,000.
These limits apply in aggregate, not per claim, and apply to any claim against our founders, directors, employees, contractors and suppliers as if made against us.
Nothing in these terms limits liability that the law does not allow us to limit, such as liability for our fraud, or for death or personal injury caused by our negligence.

76. Time limit for claims: Any claim you have against us in connection with these terms or our services must be notified to us in writing, with reasonable detail, within 90 days of the date you became aware or ought reasonably to have become aware of the facts giving rise to it, and must be commenced within twelve months of that date. Otherwise it is waived, to the extent the law allows. A service credit claim is made under section 58 and is not a claim under this section.

77. Non-excludable rights: The law may give you rights that cannot be excluded or limited, including under the Control of Exemption Clauses Ordinance and the Supply of Services (Implied Terms) Ordinance of Hong Kong (non-excludable rights). Nothing in these terms excludes, restricts or modifies a non-excludable right. Where the law allows our liability for breach of a non-excludable right to be limited, it is limited, at our option, to re-supplying the relevant service or paying the cost of having it re-supplied. Except for non-excludable rights, we are bound only by the express promises in these terms, the privacy notice (for personal data) and your Order Form.

Disputes

Talk to us first. If that doesn't resolve it, Hong Kong courts have exclusive jurisdiction. If we go to court to recover fees or enforce these terms and succeed, you pay our reasonable legal costs.

78. Dispute resolution: Most concerns are resolved quickly by writing to sales@suma.hk; a founder reads every message. Before either of us starts proceedings (other than to recover unpaid fees, to seek urgent injunctive relief, or to protect intellectual property or confidential information), we each agree to set out the dispute in writing to the other and to negotiate in good faith for 30 days. If the dispute is not resolved, it must be brought before the courts of the Hong Kong Special Administrative Region, which have exclusive jurisdiction, including the Small Claims Tribunal where the amount falls within its limit. Where we succeed in a claim to recover fees or to enforce these terms, you will pay our reasonable legal costs. Disputes between you and another client or an invited user are yours to resolve.

Important housekeeping

The remaining terms: what these terms are and aren't, what happens if something is unenforceable, how they change, and which entity you are contracting with.

79. No professional advice: Suma is a software company, not an accounting, audit, tax, legal or financial practice, and does not give professional advice. Information from us, including our guides and the assistant, is general and must not be treated as advice for your circumstances or as a substitute for it. Professional accounting services are provided by the partner firm under the Partner accounting firm section, or by any accountant you appoint, on their terms and not ours.

80. Events outside our control: We are not liable for any failure or delay in performing our obligations caused by any event or circumstance beyond our reasonable control, including failure, outage, change or withdrawal of any supplier, model provider, bank, feed, internet or telecommunications service; a cyber-attack; a change in law or regulatory action; an epidemic; industrial action; fire, flood or other disaster; or governmental act. Our obligations are suspended for as long as the event continues, and fees remain payable, except that an outage at a supplier that hosts our services still counts against the availability commitment in section 55.

81. Notices: Notices to Suma must be sent by email to sales@suma.hk, except that you may end your subscription in the billing portal (section 69) and tell us you will continue by paying through the payment page (section 19). A notice to us is effective when sent, unless you receive a delivery-failure message. We acknowledge notices, usually within one business day; if you have had no acknowledgment within two business days, send it again. Notices to you are sent by email to the address you gave us for your engagement (your registered email address) and are effective when sent, whether or not you read them. Notices from the client must come from that address. You must keep it current.

82. Trade controls, sanctions and anti-bribery: You must not use our services in breach of any trade control, trade embargo or sanctions law, and you promise that neither you nor any owner or controller of your business is located in a sanctioned country or on a sanctions list. Each of us will comply with all applicable anti-bribery and anti-corruption laws.

83. Excluded laws and third parties: The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms. Except for the persons expressly given the benefit of sections 73 and 75, no one other than you and us has any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of these terms.

84. Declining an engagement or a payment: We may decline an application or an engagement, or refuse to accept a payment, without notice, if we reasonably believe there is a legal, regulatory, sanctions or fraud risk associated with you, your business, the engagement or the payment. If we refuse a payment from an existing client, the fee concerned is not overdue until we have told you of another way to pay it. Suspending or terminating an existing engagement on those grounds is done under sections 38 and 70. Late payment is dealt with only under sections 24 and 70. If we decline your application, or you withdraw it before your engagement begins, we delete the files, answers, recordings and transcripts you gave us, and anything we extracted from them, within 30 days.

85. Relationship between the parties: Nothing in these terms creates a partnership, joint venture, employment, fiduciary or agency relationship between you and us, between you and the partner firm, or between you and any other client or invited user. Our description of W. M. Sum & Company as our "partner firm" describes a commercial arrangement between independent businesses, including the software we build for it (section 47), not a partnership in law. Neither of us may bind the other.

86. Assignment: We may assign, novate, subcontract or otherwise transfer these terms, or any of our rights or obligations under them, to any person at any time, and you consent to that in advance; where the transfer is part of a sale or merger of Suma or a substantial part of it, we will tell you in writing. You may not transfer your engagement or any right under these terms without our prior written consent (section 12).

87. Changes to these terms: We may change these terms at any time. Changes do not apply retrospectively. We will give at least 30 days' notice of a material change by email; a change we reasonably consider not material may be made without notice. If you do not accept a material change, your remedy is to end your engagement under section 69 so that it ends before the change takes effect. Continuing to use our services after a change takes effect, without having done so, is acceptance of it. A change does not reduce the rights section 72 gives a client whose engagement has already ended. We keep a dated copy of every version of these terms, and the record of which version you accepted (section 5); neither is ever rewritten.

88. Entire agreement and no reliance: These terms, your Order Form, the privacy notice (for personal data), the payment records and receipts for your fees, and the documents they expressly incorporate are the entire agreement between you and us about our services, and replace every earlier discussion, proposal, representation and understanding. You confirm that in engaging us you have not relied on any statement, promise or representation made by or for us that is not written into those documents, including anything on our website, on the security page, in our marketing, in the demo or in the assistant, and that you have no remedy in respect of any such statement except for fraud.

89. Waiver and severance: If we do not enforce a term, or delay in doing so, that is not a waiver of it or of any later breach. If any part of these terms is held unenforceable, it is to be read down to the minimum extent necessary to make it enforceable, or if that is not possible severed, and the rest of these terms continues in full force.

90. Survival: Sections 1, 2, 5 to 7, 12, 14, 16, 17, 20, 22, 24 to 35, 38, 40, 42, 44, 45, 49 to 53, 57, 58, 66, 70 to 81, 83 and 85 to 92, and any other term that by its nature should survive, continue after the engagement ends.

91. Interpretation, language and records: "Include" and "including" are not words of limitation; "discretion" means our sole discretion; headings and summaries are for convenience only and do not affect interpretation; no rule of construction applies against us as the drafter. These terms are written in English and the English version prevails over any translation. You agree that these terms may be accepted electronically, that our electronic records of your acceptance, use, payments and communications are admissible and, absent manifest error, conclusive, and that electronic communications satisfy any requirement for writing.

92. Suma contracting entity; law and venue: Your contract is with Suma Limited, a company incorporated in Hong Kong under the Companies Ordinance (Cap. 622), Business Registration No. 80851441, of 7A, Block 1, Tam Towers, 25 Sha Wan Drive, Pok Fu Lam, Hong Kong, as set out below. These terms, and any dispute or claim arising out of or in connection with them, our services or your app (including non-contractual disputes or claims), are governed by the laws of the Hong Kong Special Administrative Region.

Suma entity	Address	Business registration	Law	Venue
Suma Limited	7A, Block 1, Tam Towers, 25 Sha Wan Drive, Pok Fu Lam, Hong Kong	80851441	Hong Kong SAR	Hong Kong SAR

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