# Smart Agents for D365 Business Central— Terms and Conditions **Effective Date:** March 2026 **Last Updated:** March 5, 2026 --- These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and **QUALIA Technik GmbH**, Cologne, Germany ("QUALIA," "we," "us," or "our"), governing your use of the **Smart Agents** application for Microsoft Dynamics 365 Business Central ("Application" or "Service"). By installing, accessing, or using the Application, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not install or use the Application. --- ## 1. Definitions **"Agent"** means a conversational AI assistant created within the Application that interacts with Business Central data on behalf of the user. **"Credit"** means the unit of consumption used to measure and bill usage of the Service. One credit equals €0.01 (one euro cent). **"Organization"** means the entity registered within the Service, typically corresponding to a Business Central tenant or company. **"User"** means any individual authorized by the Customer to access and use the Application under the Customer's Organization. **"Business Central"** means Microsoft Dynamics 365 Business Central, cloud (SaaS) or on-premises. **"Third-Party AI Services"** means the external artificial intelligence models and services used by the Application to process natural language requests, including but not limited to services provided by OpenAI, Anthropic, Google, and other model providers. --- ## 2. Service Description Smart Agents is an application for Microsoft Dynamics 365 Business Central that enables users to create, configure, and interact with AI agents through conversational interfaces. The Application operates within Business Central, Microsoft Teams, and via email. The Application is provided as an extension available on Microsoft AppSource. It connects to QUALIA's backend infrastructure to process AI requests and manage credits. --- ## 3. License Grant Subject to these Terms, QUALIA grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Application in connection with your licensed instance of Microsoft Dynamics 365 Business Central. You may not: - (a) sublicense, sell, resell, transfer, assign, or distribute the Application or any component thereof, except as expressly provided under the Developer API provisions in Section 14; - (b) modify, reverse-engineer, decompile, or disassemble the Application, except to the extent permitted by applicable law; - (c) use the Application to build a competing product or service; - (d) use the Application for any unlawful purpose or in violation of any applicable law or regulation; - (e) remove, alter, or obscure any proprietary notices in the Application. --- ## 4. Account Registration and Security To use the Application, you must register an Organization through Microsoft Entra ID (Azure Active Directory) single sign-on. You are responsible for: - (a) ensuring that all information provided during registration is accurate and current; - (b) maintaining the security of your Organization's account and credentials; - (c) all activities that occur under your Organization's account; - (d) promptly notifying QUALIA of any unauthorized use of your account. QUALIA is not liable for any loss or damage arising from your failure to maintain account security. --- ## 5. Pricing, Credits, and Payment ### 5.1 Free Installation The Application is free to install from Microsoft AppSource. Installation alone does not incur any charges. ### 5.2 Free Credits Each Organization receives 500 (five hundred) free credits upon registration. Free credits are non-transferable and non-refundable. ### 5.3 Credit-Based Usage All usage of the Service is measured in credits. Credits are consumed when the Application processes AI requests on behalf of a user. The number of credits consumed per request depends on the complexity of the request, the AI model tier selected, and the volume of data processed. **Credit pricing:** One credit = €0.01 (one euro cent). Indicative credit consumption (subject to change): - Simple data lookup: less than 1 credit - Record creation (e.g., sales order): approximately 10 credits - Complex analytical query: approximately 15–25 credits **Failed requests are never charged.** If a request fails due to an error, no credits are deducted. ### 5.4 Purchasing Credits Credits may be purchased through the Application's administration portal. Payment is processed via Stripe. All prices are in euros (EUR) unless otherwise stated. ### 5.5 Subscriptions QUALIA may offer optional subscription plans that provide credits at a discounted rate or with additional features. Subscription terms, pricing, and renewal conditions will be displayed at the time of purchase and form part of these Terms. ### 5.6 No Refunds Purchased credits and subscription fees are non-refundable, except where required by applicable law, including the European Union's consumer protection directives and the German Civil Code (BGB), where applicable statutory rights of withdrawal apply. ### 5.7 Price Changes QUALIA reserves the right to modify credit pricing and subscription fees. Changes will be communicated at least 30 (thirty) days in advance via email or through the Application's administration portal. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing. Credits already purchased remain valid at the price paid. ### 5.8 Taxes All prices are exclusive of applicable taxes (including but not limited to VAT/GST/sales tax). You are responsible for paying all taxes associated with your use of the Service. QUALIA will charge applicable taxes where required by law. --- ## 6. Acceptable Use You agree not to use the Application to: - (a) violate any applicable local, national, or international law or regulation; - (b) process, store, or transmit personal data in violation of applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"); - (c) transmit any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; - (d) attempt to gain unauthorized access to any system, data, or account; - (e) interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure; - (f) use the Application to generate content that is misleading, fraudulent, or designed to deceive; - (g) circumvent any usage limits, credit mechanisms, or security controls; - (h) use automated means to consume credits in excess of reasonable business use ("credit abuse"); - (i) use the Application to process data subject to heightened regulatory requirements (e.g., HIPAA-protected health information, payment card industry data) unless you have independently verified compliance with such requirements. QUALIA reserves the right to suspend or terminate your access to the Service if you violate these provisions. --- ## 7. Data Processing and Privacy ### 7.1 Customer Data The Application processes data within your Business Central environment on your behalf. QUALIA does not own your data. You retain all rights, title, and interest in your data. ### 7.2 Data Transmitted to Third Parties To provide AI-powered features, the Application transmits portions of your data (including user queries, Business Central record data relevant to the query, and agent instructions) to Third-Party AI Services for processing. This data is transmitted via encrypted connections (TLS 1.2 or higher). **QUALIA does not use your data to train AI models.** Third-Party AI Services process your data solely to generate responses and do not retain your data beyond the processing session, subject to the respective provider's data processing terms. ### 7.3 Data Retention QUALIA retains conversation logs (user messages and agent responses) for the purpose of providing the Service, supporting audit trail functionality, and resolving support requests. You may request deletion of conversation logs by contacting QUALIA. ### 7.4 GDPR Compliance Where QUALIA processes personal data on your behalf, QUALIA acts as a data processor under the GDPR. A Data Processing Agreement (DPA) is available upon request at privacy@qualiatechnik.de. ### 7.5 Sub-Processors QUALIA uses the following categories of sub-processors: - **Cloud infrastructure:** Microsoft Azure (hosting and compute) - **AI model providers:** OpenAI, Anthropic, Google (request processing) - **Payment processing:** Stripe (credit purchases) -**Subscription:** Saas offer on Microsoft Marketplace A current list of sub-processors is available at https://qualiatechnik.de/privacy. ### 7.6 Privacy Policy Our Privacy Policy at https://qualiatechnik.de/privacy describes how we collect, use, and protect information. The Privacy Policy is incorporated into these Terms by reference. --- ## 8. Security and Access Controls ### 8.1 User Identity All operations performed by agents execute under the authenticated user's own Business Central identity. The Application respects existing Business Central permission sets, approval workflows, and security configurations. Agents cannot exceed the permissions of the user who initiated the request. ### 8.2 Autonomy Levels Each agent operates at one of four configurable autonomy levels: - **Low:** Confirms every action before execution. - **Medium (default):** Reads data freely; asks for confirmation before modifying data. - **High:** Confirms only destructive operations (e.g., deletion). - **Extreme:** Full autopilot — intended for automated workflows only. The Organization administrator is responsible for configuring appropriate autonomy levels. ### 8.3 Audit Trail The Application maintains a complete audit trail of all agent actions, including the action performed, the timestamp, the requesting user, and the data accessed or modified. ### 8.4 Customer Responsibility You are solely responsible for: - (a) configuring appropriate autonomy levels and per-tool permissions for each agent; - (b) ensuring that agents are not granted capabilities beyond what is appropriate for their intended purpose; - (c) reviewing audit logs to monitor agent activity; - (d) ensuring that your use of the Application complies with your organization's internal policies and applicable regulations. --- ## 9. AI-Generated Output Disclaimer ### 9.1 No Guarantee of Accuracy The Application uses artificial intelligence to interpret user requests and generate responses. **AI-generated output may be inaccurate, incomplete, or inappropriate.** You acknowledge that: - (a) AI models may produce errors, including incorrect data interpretations, wrong calculations, or hallucinated information; - (b) the Application does not replace professional judgment — you are responsible for verifying all AI-generated output before acting on it; - (c) QUALIA does not guarantee the accuracy, completeness, or fitness for purpose of any AI-generated response. ### 9.2 No Professional Advice Nothing produced by the Application constitutes legal, financial, tax, medical, or other professional advice. You should consult qualified professionals for decisions requiring such expertise. ### 9.3 Confirmation Safeguards For write operations (creating, updating, or deleting records), the Application provides configurable confirmation prompts. You are responsible for reviewing and approving all changes before they are committed to your Business Central database. --- ## 10. Intellectual Property ### 10.1 QUALIA's IP The Application, including its source code, design, architecture, documentation, and all related intellectual property rights, is and remains the exclusive property of QUALIA Technik GmbH. These Terms do not convey any ownership interest in the Application to you. ### 10.2 Customer Content You retain all rights to the data, instructions, and configuration you create within the Application (including agent definitions, custom instructions, and knowledge base files). QUALIA claims no ownership of your content. ### 10.3 Feedback If you provide feedback, suggestions, or improvement ideas regarding the Application, you grant QUALIA a non-exclusive, royalty-free, worldwide, perpetual license to use, modify, and incorporate such feedback into the Application without obligation to you. --- ## 11. Availability and Service Levels ### 11.1 Availability Target QUALIA uses commercially reasonable efforts to maintain the Service's availability. The Service is hosted on Microsoft Azure infrastructure. ### 11.2 No Guaranteed Uptime The Service is provided without a guaranteed uptime SLA. QUALIA is not liable for any downtime, service interruptions, or degraded performance caused by: - (a) maintenance (scheduled or emergency); - (b) Third-Party AI Service outages or degraded performance; - (c) Microsoft Azure infrastructure issues; - (d) Microsoft Business Central service interruptions; - (e) internet connectivity issues; - (f) force majeure events. ### 11.3 AI Model Availability The Application relies on Third-Party AI Services. These services may experience outages, rate limiting, or changes in capability. QUALIA reserves the right to substitute AI model providers or model versions to maintain service continuity. --- ## 12. Limitation of Liability ### 12.1 Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUALIA, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF QUALIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ### 12.2 Cap on Liability QUALIA's total aggregate liability arising out of or related to these Terms shall not exceed the greater of (a) the total amount paid by you to QUALIA in the twelve (12) months preceding the event giving rise to the claim, or (b) €100 (one hundred euros). ### 12.3 Exceptions Nothing in these Terms excludes or limits liability for: - (a) death or personal injury caused by negligence; - (b) fraud or fraudulent misrepresentation; - (c) any liability that cannot be excluded or limited under applicable law, including under German law (BGB §§ 276, 309). --- ## 13. Indemnification You agree to indemnify, defend, and hold harmless QUALIA and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: - (a) your violation of these Terms; - (b) your use of the Application, including any actions taken by agents configured by you; - (c) your violation of applicable law or the rights of any third party; - (d) any data processed through the Application by you or your authorized users. --- ## 14. Developer API and Partner Use ### 14.1 API Access The Application provides a Developer API (in AL) that allows Business Central partners and ISVs to create, configure, and invoke agents programmatically from their own extensions. Use of the Developer API is subject to these Terms. ### 14.2 Partner Responsibility Partners who embed the Application's capabilities into their own extensions are responsible for: - (a) ensuring their end users are aware of and agree to these Terms; - (b) configuring agents appropriately for their use case; - (c) not misrepresenting the Application's capabilities; - (d) compliance with all applicable laws in their jurisdiction. ### 14.3 No Resale of Credits Partners may not resell credits or charge end users directly for credit usage unless explicitly authorized by QUALIA under a separate partner agreement. --- ## 15. Term and Termination ### 15.1 Term These Terms are effective from the date you first install or access the Application and continue until terminated. ### 15.2 Termination by You You may terminate these Terms at any time by uninstalling the Application and ceasing all use. Unused purchased credits are forfeited upon termination and are non-refundable, except where required by applicable law. ### 15.3 Termination by QUALIA QUALIA may terminate or suspend your access to the Service at any time if: - (a) you breach any material provision of these Terms; - (b) your use poses a security risk to the Service or other users; - (c) required by law, regulation, or court order; - (d) QUALIA discontinues the Service (with at least 90 days' prior notice). ### 15.4 Effect of Termination Upon termination: - (a) your license to use the Application immediately terminates; - (b) QUALIA may delete your Organization's configuration data, conversation logs, and account information after a 30-day retention period; - (c) provisions that by their nature should survive termination (including Sections 10, 12, 13, and 16) shall survive. --- ## 16. Governing Law and Dispute Resolution ### 16.1 Governing Law These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. ### 16.2 Jurisdiction Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Cologne (Köln), Germany. ### 16.3 Alternative Dispute Resolution For consumers within the European Union: The European Commission provides an online dispute resolution platform at [https://ec.europa.eu/consumers/odr](https://ec.europa.eu/consumers/odr). QUALIA is not obligated and does not commit to participate in dispute resolution proceedings before a consumer arbitration board. --- ## 17. Miscellaneous ### 17.1 Entire Agreement These Terms, together with the Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and QUALIA regarding the Application and supersede all prior agreements and understandings. ### 17.2 Amendments QUALIA reserves the right to modify these Terms at any time. Material changes will be communicated at least 30 days in advance. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. ### 17.3 Severability If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the intent of the original. ### 17.4 Waiver The failure of QUALIA to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. ### 17.5 Assignment You may not assign or transfer these Terms or your rights hereunder without QUALIA's prior written consent. QUALIA may assign these Terms to any successor in interest. ### 17.6 Force Majeure QUALIA shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, internet outages, or Third-Party AI Service failures. ### 17.7 Language These Terms are drafted in English. If translated into another language, the English version shall prevail in case of conflict. --- ## 18. Contact QUALIA Technik GmbH Cologne, Germany **General inquiries:** info@qualiatechnik.de **Privacy and data protection:** privacy@qualiatechnik.de **Partner inquiries:** partners@qualiatechnik.de Website: https://www.qualiatechnik.de --- *These Terms and Conditions were last updated on March 5, 2026.*