These Terms and Conditions (the “Terms”) are a legal agreement between GEM365 Inc. (“Gem365”, “we”, “us”) and the organization that installs or uses the AI Autofiller & Auditor extension (the “Customer”, “you”). By installing the Extension from Microsoft AppSource, activating a trial or paid subscription, or using the Extension in any Business Central environment, you accept these Terms on behalf of your organization and confirm that you have the authority to do so. If you do not agree, do not install or use the Extension.
1. Definitions
1.1 “Extension”. means the AI Autofiller & Auditor app published by Gem365 on Microsoft AppSource for Dynamics 365 Business Central, including all pages, code, configuration objects, documentation and updates we provide.
1.2 “Business Central”. means Microsoft Dynamics 365 Business Central, online or on-premises, licensed by you from Microsoft or a Microsoft partner.
1.3 “Azure AI Services”. means the Microsoft Azure resources the Extension calls on your behalf and under your own Azure subscription, including Azure AI Document Intelligence, Azure AI Content Understanding and Azure OpenAI Service.
1.4 “Customer Data”. means any data you or your users load into Business Central or send to Azure AI Services through the Extension, including attachments (invoices, bills of lading, quotes and similar documents), extracted results, comparison results, proposals, learned preferences and configuration values such as endpoints and API keys.
1.5 “AI Output”. means any content produced by Azure AI Services and surfaced by the Extension, including extracted fields and lines, equivalence verdicts, confidence scores, party matches, item matches and G/L account suggestions.
1.6 “Documentation”. means the AppSource listing, the in-app model guide and any user guide we publish for the Extension.
2. License
2.1 Grant. Subject to these Terms and payment of the applicable fees, Gem365 grants you a non-exclusive, non-transferable, revocable license to install and use the Extension in the Business Central environments that belong to your organization, for your internal business purposes, during the subscription term.
2.2 Restrictions. You may not (a) copy, modify, translate or create derivative works of the Extension; (b) reverse engineer, decompile or otherwise attempt to obtain the source code, except to the extent applicable law expressly permits; (c) sell, sublicense, rent, lease or otherwise make the Extension available to any third party, including as a service bureau or on behalf of another organization; (d) remove or alter any proprietary notice; (e) use the Extension to build a competing product; or (f) use the Extension in a way that violates Microsoft’s terms for Business Central, AppSource or Azure.
2.3 Partners. If a Microsoft partner installs or configures the Extension for you, the partner may act on your behalf under these Terms, but you remain responsible for its use in your environments.
2.4 Ownership. The Extension is licensed, not sold. Gem365 and its licensors retain all right, title and interest in the Extension, the Documentation, and any improvements, feedback-derived changes or general know-how, other than Customer Data. Nothing in these Terms transfers ownership of Customer Data to Gem365.
3. Microsoft AppSource and Third-Party Services
3.1 AppSource. The Extension is distributed through Microsoft AppSource. Microsoft is not a party to these Terms and has no obligation to you under them. Your use of AppSource is governed by Microsoft’s commercial marketplace terms.
3.2 Your own Azure resources. The Extension operates on Azure AI Services that you provision, pay for and control under your own Azure subscription. You choose the region, engines, models, deployments and API versions. Your use of Azure AI Services is governed solely by your agreement with Microsoft, including the Microsoft Product Terms, the Azure AI Services terms and Microsoft’s code of conduct for Azure OpenAI Service. Gem365 does not resell, host or proxy Azure AI Services and has no control over their availability, pricing, rate limits, content filters or output quality.
3.3 Third-party charges. All Azure consumption charges generated by the Extension, including charges for extraction, comparison and re-runs, are billed by Microsoft to you. The Extension avoids resending an identical file to Azure, but you remain responsible for all charges incurred.
3.4 Business Central licensing. You are responsible for holding valid Business Central licenses for every user who uses the Extension. Some features (for example, Released Production Order audit) require Business Central Premium.
4. Customer Responsibilities
You are responsible for:
•	Provisioning and securing the Azure resources the Extension needs, and keeping endpoints, deployments and API keys valid and current.
•	Granting explicit consent in the Extension’s setup before any Customer Data is sent to Azure AI Services, and confirming that you are permitted to send that data to the Azure region you have selected.
•	Assigning Business Central permissions so that only appropriate users can configure the Extension, upload attachments, apply proposals or edit learned preferences.
•	Configuring and monitoring the Business Central Job Queue if you use background extraction.
•	Reviewing every proposal, comparison result and suggested account before applying it, and for every document that is created, changed or posted as a result.
•	Maintaining backups of your Business Central data in accordance with your own policies and Microsoft’s guidance.
•	Complying with all laws that apply to the documents you process, including tax, accounting, privacy and data-transfer laws.
5. AI Output and Human Review
5.1 Nature of AI Output. AI Output is generated by probabilistic models and may be incomplete, inaccurate or inconsistent, even where a high confidence score is shown. Confidence scores are indicative only and are not a guarantee of correctness.
5.2 Decision support only. The Extension is a data-entry and review aid. It does not make accounting, tax, purchasing or legal decisions for you. Nothing is written to a Business Central document until a user chooses to apply a proposal, and nothing is posted without a user posting it. You are solely responsible for reviewing AI Output and for the accuracy of every document you apply or post.
5.3 Learned preferences. The Extension stores the fill model and aggregation you successfully applied as a default for that vendor or customer. These preferences are stored in your Business Central database, are visible and editable on the AI Fill Preferences page, and are your responsibility to review.
5.4 No professional advice. AI Output, including G/L account suggestions, does not constitute accounting, tax or legal advice.
6. Data Protection and Privacy
6.1 No Customer Data through Gem365. The Extension sends Customer Data directly from your Business Central environment to your own Azure AI Services. Gem365 does not receive, host, store, transmit or process attachments, extracted results or other Customer Data as part of the Extension’s normal operation.
6.2 Secrets. API keys and other secrets you enter are stored in Business Central Isolated Storage, not in ordinary tables, and are removed when the related configuration line is deleted. You are responsible for rotating and revoking keys under your Azure governance.
6.3 Telemetry. The Extension may emit diagnostic telemetry to Gem365 through Business Central’s standard extension telemetry mechanism (for example, feature usage, error codes, performance timings, tenant and environment identifiers, and extension version). Telemetry never includes attachment content, extracted values, comparison results or API keys. Telemetry is used to support you, fix defects and improve the Extension, and is handled in accordance with our Privacy Policy at [PRIVACY POLICY URL].
6.4 Support access. If you ask for support that requires access to your environment or to sample documents, you decide what to share, and we will use it only to resolve your request. Any such access is subject to your written authorization and, where required, a data processing agreement.
6.5 Roles. To the extent Gem365 processes any personal data on your behalf (for example, in the course of support), Gem365 acts as a processor or service provider and you act as controller. You are responsible for determining whether the documents you process contain personal data and for having a lawful basis to process it with Azure AI Services.
6.6 Security. We follow Microsoft’s AppSource technical validation requirements and reasonable secure-development practices for the Extension. You are responsible for the security of your Business Central tenant, your Azure subscription and your users’ credentials.
7. Fees, Trials and Subscriptions
7.1 Fees. Fees, billing frequency and any free-trial period are as stated on the AppSource listing or in your order with Gem365 or its partner at the time of purchase. Fees are exclusive of taxes and of Azure and Business Central charges, which you pay to Microsoft separately.
7.2 Trials. Trial use is provided as is for evaluation only and may be limited in scope or duration. We may end a trial at any time.
7.3 Renewal and changes. Subscriptions renew for successive terms of the same length unless either party gives notice of non-renewal before the renewal date. We may change fees for a renewal term with at least 30 days’ notice. Fees are non-refundable except where required by law or expressly stated in your order.
7.4 Non-payment. If fees are overdue, we may suspend or restrict your license after notice. Your Business Central data is unaffected by suspension of the Extension.
8. Support, Updates and Compatibility
8.1 Support. Standard support is available by email at info@gem365.ca and through the support page linked from the AppSource listing, during Gem365’s normal business hours. Response targets, if any, are set out in your order. Support does not cover Azure AI Services, Business Central itself or third-party extensions.
8.2 Updates. We may release updates to the Extension through AppSource. Updates may add, change or remove features. Business Central online applies updates on Microsoft’s schedule; you are responsible for validating updates in a sandbox where your change-management policy requires it.
8.3 Compatibility. We support the Extension on the Business Central versions and localizations stated in the Documentation. Compatibility with earlier or later versions, or with third-party extensions, is not guaranteed. Microsoft may change Business Central or Azure AI Services in ways that affect the Extension; we will use reasonable efforts to adapt, but cannot guarantee continuity of any feature that depends on a Microsoft service.
8.4 End of life. We may discontinue the Extension on at least 90 days’ notice. Any prepaid fees for the period after discontinuation will be refunded pro rata.
9. Term and Termination
9.1 Term. These Terms apply from the date you first install or use the Extension and continue for as long as you hold an active trial or subscription.
9.2 Termination for breach. Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days of written notice. We may terminate immediately if you breach Section 2.2.
9.3 Effect. On termination or expiry, your license ends and you must uninstall the Extension. Uninstalling removes the Extension’s pages, actions and configuration in the manner defined by its uninstall behaviour; values already written to standard Business Central documents remain part of your data. Sections 2.4, 5, 6, 10, 11, 12 and 13 survive termination.
10. Warranties and Disclaimers
10.1 Limited warranty. Gem365 warrants that, for the subscription term, the Extension will perform materially as described in the Documentation when used with a supported Business Central version and correctly configured Azure AI Services. Your sole remedy for breach of this warranty is for Gem365 to use reasonable efforts to correct the non-conformity or, if it cannot, to refund the fees paid for the affected period on termination.
10.2 Disclaimer. EXCEPT AS STATED IN SECTION 10.1, THE EXTENSION AND ALL AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEM365 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE OR ERROR-FREE. GEM365 GIVES NO WARRANTY IN RESPECT OF AZURE AI SERVICES, BUSINESS CENTRAL OR ANY OTHER MICROSOFT OR THIRD-PARTY SERVICE.
11. Limitation of Liability
11.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEM365 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE EXTENSION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES LOSSES RESULTING FROM RELIANCE ON AI OUTPUT, FROM DOCUMENTS APPLIED OR POSTED USING THE EXTENSION, OR FROM AZURE CHARGES.
11.2 Cap. GEM365’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE EXTENSION WILL NOT EXCEED THE FEES YOU PAID TO GEM365 FOR THE EXTENSION IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR, FOR TRIAL USE, ONE HUNDRED CANADIAN DOLLARS (CAD 100).
11.3 Exceptions. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
12. Indemnification
12.1 By Gem365. Gem365 will defend you against any third-party claim alleging that the Extension, used in accordance with these Terms, infringes that third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, AI Output, Azure AI Services, modifications not made by Gem365, or combination with products not supplied by Gem365. If a claim arises, Gem365 may modify or replace the Extension, obtain a license, or terminate the affected license and refund prepaid fees pro rata.
12.2 By Customer. You will defend and indemnify Gem365 against any third-party claim arising from Customer Data, your use of Azure AI Services, your reliance on AI Output, or your breach of these Terms or applicable law.
12.3 Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation. No settlement may impose obligations on the indemnified party without its consent.
13. General
13.1 Governing law. These Terms are governed by the laws of the Province of [PROVINCE] and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The courts of [PROVINCE] have exclusive jurisdiction over any dispute, and each party submits to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Export and sanctions. You must comply with all applicable export-control and sanctions laws and confirm that you are not located in, or a resident or national of, any country or on any list that would prohibit us from licensing the Extension to you.
13.3 Changes to these Terms. We may update these Terms by publishing a new version on the AppSource listing or on our website and updating the effective date. Material changes take effect at the start of your next renewal term, or 30 days after notice, whichever is later. Continued use after that date constitutes acceptance.
13.4 Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all your assets, with notice to us. We may assign these Terms to an affiliate or successor.
13.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of Microsoft services.
13.6 Entire agreement. These Terms, together with your order and the Documentation, are the entire agreement between the parties regarding the Extension and supersede all prior agreements and communications on that subject. If a signed order conflicts with these Terms, the order prevails for that transaction.
13.7 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. Failure to enforce a provision is not a waiver.
13.8 Notices. Notices to Gem365 must be sent to info@gem365.ca or to the address on our website. Notices to you may be sent to the administrator email associated with your AppSource purchase or Business Central tenant.
13.9 Trademarks. Microsoft, Dynamics 365, Business Central, Azure and AppSource are trademarks of the Microsoft group of companies. Gem365 is not affiliated with, endorsed by or sponsored by Microsoft beyond its status as a publisher on AppSource.

Contact
Gem365 · Experts in Business Solutions
Email: ce@gem365.ca
Web: www.gem365.ca