Terms and Conditions (EULA)

1. Acceptance

These Terms and Conditions (“Terms”) govern the use of Dexterity (“Software” or “Services”) provided by De BI Controller B.V., a private company incorporated under Dutch law (“Vendor”, “we”, “us”, “our”).

By installing, accessing, or using Dexterity, you (“Customer”, “you”) agree to be bound by these Terms. If you do not agree, you must not use the Services. If you enter into this agreement on behalf of a legal entity, you confirm that you have authority to bind that entity.

2. Description of Services

Dexterity is a data replication service that extracts data from Microsoft Dynamics 365 Business Central and loads it into a destination platform of the Customer’s choice, such as Azure SQL Database or Microsoft Fabric, using an API-based extraction layer installed in the Customer’s Business Central environment.

The Services may include related configuration tooling, a managed pipeline infrastructure operated by the Vendor, and associated documentation.

3. License Grant

Subject to these Terms and timely payment of applicable fees, Vendor grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, and revocable licence to use the Software solely for the Customer’s own internal business purposes.

Customer grants Vendor a limited licence to access and process Customer data solely to the extent necessary to provide the Services.

No ownership of the Software or any part of it is transferred to the Customer under any circumstances.

4. Subscription, Fees, and Payment

4.1 Subscription

Dexterity is made available on a yearly subscription basis, as specified in the applicable invoice or order confirmation.

4.2 Fees

All applicable fees are invoiced in advance unless otherwise agreed in writing. Vendor may adjust fees for a future billing cycle by giving Customer at least 30 days’ prior written notice.

4.3 Taxes

Customer is responsible for all taxes, duties, or levies imposed by any jurisdiction in connection with its use of the Services, including VAT where applicable.

4.4 Renewal notice

Vendor will send Customer a renewal reminder by email at least 30 days before the start of a new subscription period.

4.5 Non-payment

Vendor may suspend or terminate access to the Services if fees remain unpaid beyond the agreed payment term.

5. Permitted Use and Restrictions

Customer may use the Software to replicate data from its own Business Central environment and to use that data internally for analytics and reporting purposes. Customer may not resell, sublicense, or redistribute the Software or its outputs without prior written consent from Vendor.

Customer may not:

• reverse engineer, decompile, or attempt to extract source code from the Software;
• use the Software to process data to which Customer has no lawful right;
• provide access to the Services to any third party not authorised under these Terms;
• access APIs outside approved usage patterns, bypass authentication or security controls, or introduce malicious code;
• circumvent any usage or access limitation applied by Vendor.

6. Hosting and Infrastructure

6.1 Vendor-managed infrastructure

Where Vendor operates the pipeline infrastructure (including medallion lakehouse layers deployed in the Customer’s Microsoft Fabric workspace), Vendor will use commercially reasonable efforts to keep that infrastructure operational. Planned maintenance may cause temporary unavailability and will be communicated where practicable.

6.2 Customer-controlled infrastructure

Where the Customer manages its own hosting environment, database, or Fabric capacity, the Customer is solely responsible for the configuration, security, and availability of those components. Vendor has no liability for failures in Customer-managed environments.

7. Service Level and Credits

Vendor will use reasonable efforts to maintain availability of the Services. If a service interruption occurs that is attributable to Vendor’s own infrastructure and is reported by Customer, Vendor may, at its discretion, issue a service credit proportionate to the duration of verified downtime relative to the Customer’s monthly fee equivalent. Credits apply only to outstanding or future invoices and are forfeited upon termination of the agreement.

Credits are the Customer’s sole remedy for any service interruption. No refunds are payable.

The following are expressly excluded from any credit or liability:

• outages or degraded performance caused by Microsoft Azure, Microsoft Entra, Microsoft Dynamics 365 Business Central, Microsoft Fabric, or any other service operated by Microsoft;
• changes to Business Central APIs, OData endpoints, authentication flows, or field availability introduced by Microsoft in any platform update or service change;
• outages caused by the Customer’s Fabric capacity, Azure subscription, or any other third-party service within the Customer’s own infrastructure;
• planned maintenance windows notified in advance;
• force majeure events as described in Section 18;
• failures attributable to the Customer’s own configuration, equipment, or network.

8. Platform Dependency and Microsoft Updates

The Services rely on Microsoft Dynamics 365 Business Central, Microsoft Azure, Microsoft Entra, and related Microsoft platforms. Microsoft releases mandatory platform updates to Business Central on a regular cycle. These updates may alter or remove API endpoints, change authentication behaviour, or modify field availability in ways that affect the Services.

Vendor will make reasonable efforts to adapt the Software to material platform changes within a reasonable time. However, Vendor is not liable for any interruption, change in behaviour, or loss of functionality caused by a Microsoft platform update, policy change, or infrastructure decision, whether or not prior notice was given by Microsoft.

Customer acknowledges that continued availability of the Services depends on Microsoft maintaining compatible platform functionality, and that Vendor has no control over Microsoft’s product roadmap or release schedule.

9. Data and Privacy

9.1 Data processing

Customer data extracted from Business Central is processed as part of the replication service. Processing is governed by a separate Data Processing Agreement, which forms part of the agreement between the parties.

9.2 Customer responsibilities

Customer is responsible for the lawful use of data replicated through the Services, compliance with the General Data Protection Regulation and all other applicable data protection legislation, and obtaining any consents required before replicating personal data.

9.3 Data ownership

Customer retains all rights in its data at all times. Vendor processes Customer data solely to provide the Services.

9.4 Accuracy disclaimer

The Services replicate data as it exists in the source system at the time of extraction. Vendor makes no representation or warranty regarding the accuracy, completeness, or timeliness of replicated data. Customer is responsible for verifying the suitability of replicated data for any use it makes of that data.

10. Third-Party Services

The Services integrate with third-party platforms, including but not limited to Microsoft Dynamics 365 Business Central, Microsoft Azure, Microsoft Fabric, and Azure SQL Database. Vendor has no control over the operation, availability, or terms of these platforms. Vendor is not liable for any failure, change, disruption, or discontinuation of a third-party service, regardless of the cause.

Customer agrees to comply with the applicable terms of any third-party platform it uses in connection with the Services.

11. Updates

Vendor may release updates, patches, or new versions of the Software at any time. Continued use of the Services following an update constitutes acceptance of any changes introduced by that update.

12. Term and Termination

12.1 Term

This agreement begins on the date Customer first accesses the Services and continues for the duration of the active subscription.

12.2 Auto-renewal

Subscriptions renew automatically for successive annual periods unless either party gives written notice of non-renewal at least 60 days before the end of the current subscription period.

12.3 Termination for cause

Vendor may terminate this agreement with immediate effect if Customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice. Vendor may also terminate immediately if Customer fails to pay fees after the due date and does not cure that failure within 10 business days of notice.

12.4 Effect of termination

On termination, all licences granted under these Terms are revoked and Customer must cease using the Software.

13. Data Following Termination

Within 60 days after termination or expiry, Customer may request a copy of its configuration data held by Vendor. After that period, Vendor may delete all Customer data and has no obligation to retain it.

14. Intellectual Property

Vendor retains all rights, title, and interest in the Software, APIs, documentation, trademarks, and any other materials it provides. Nothing in these Terms transfers any intellectual property right to Customer.

15. Warranties and Disclaimer

The Services are provided “as is” and “as available.” Vendor expressly disclaims all warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. Vendor does not warrant that the Services will meet Customer’s requirements or that any particular result will be achieved. Customer uses the Services at its own risk.

16. Limitation of Liability

Vendor’s total liability to Customer under or in connection with these Terms, regardless of the legal basis for the claim, is limited to the fees paid by Customer in the 12 months immediately preceding the event giving rise to the claim.

Vendor is not liable for any indirect, consequential, incidental, punitive, or exemplary damages, or for loss of profits, revenue, data, or business opportunity, even if Vendor has been advised of the possibility of such losses.

The limitation in this section applies to the fullest extent permitted by applicable law and reflects a fundamental allocation of risk between the parties.

17. Indemnification

Customer agrees to indemnify, defend, and hold Vendor harmless from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from Customer’s use of the Services, Customer’s breach of these Terms, or Customer’s failure to comply with applicable law.

18. Force Majeure

Vendor is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control. This includes, but is not limited to: acts of God, war, civil unrest, pandemic, governmental action, internet or power infrastructure failures, cyberattacks, cloud provider outages (including outages at Microsoft Azure), and any unilateral action by Microsoft or another third-party platform provider that disrupts or prevents delivery of the Services.

If a force majeure event continues for more than 60 consecutive days, either party may terminate the agreement by giving 14 days’ written notice, without liability to the other.

19. Assignment

Customer may not assign, transfer, or delegate this agreement or any rights or obligations under it without Vendor’s prior written consent. Vendor may assign this agreement, in whole or in part, to a group company or in connection with a merger, acquisition, or sale of substantially all of its business assets, on written notice to Customer.

20. Limitation Period

Any claim by Customer arising out of or in connection with these Terms must be brought within one year of the date on which Customer became aware, or reasonably should have become aware, of the facts giving rise to the claim. Claims not brought within this period are waived.

21. Compliance and Export

Customer agrees to comply with all applicable export control laws, trade sanctions, and international trade regulations in connection with its use of the Services.

22. Governing Law and Jurisdiction

These Terms are governed exclusively by the laws of the Netherlands. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

23. Changes to Terms

Vendor may update these Terms from time to time. Material changes will be communicated by email at least 30 days before taking effect. Continued use of the Services after the effective date of a change constitutes acceptance of the revised Terms.

24. General

These Terms, together with any applicable order confirmation, invoice, and Data Processing Agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions, representations, and agreements on the same subject matter.

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Failure by Vendor to enforce any right under these Terms is not a waiver of that right.

25. Contact