Terms of delivery | BC Boosters

Table of contents

1. Definitions and terminology

Supplier means BC Boosters.
Customer means any legal entity acting in a business capacity that submits a request or order for an Extension to the Supplier.
Parties refers to the Supplier and the Customer collectively, each individually a "Party".
Extension means any customization, modification, adjustment, configuration, or development work performed by the Supplier on a Microsoft Dynamics 365 Business Central system that changes, supplements, or enhances the standard functionality of the Business Central system by adding new features, modifying existing behavior, or integrating with external systems.
Production-Ready Extension means an Extension that at the time of delivery can be installed and is functional in the Customer's Business Central production environment and for which the Supplier has received full payment.

These terms of delivery apply exclusively to business-to-business (B2B) transactions.
The Supplier's services are intended exclusively for companies, organizations, and other legal entities acting in a business capacity.
The Supplier does not provide services to consumers within the meaning of applicable consumer protection legislation.

The agreement is deemed to have been formed and these terms become binding when the Customer installs, has installed, pays for, orders, or uses the Extension — whichever occurs first. If the Customer does not accept these terms, they must refrain from installing, having installed, paying for, ordering, or using the Extension.
In case of a conflict between these terms and a separate written agreement, the latter shall prevail.
The Supplier may update these terms at its discretion. Updated terms apply to future orders, not to Extensions already delivered, unless otherwise agreed in writing.

The Customer must submit all extension requests through the Supplier's designated order form, providing sufficient information for evaluation and implementation.
The Customer is solely responsible for defining functional and business requirements and for verifying that the delivered Extension meets these requirements.
The Production-Ready Extension is delivered only after full payment has been received.
Installation of the Extension is the Customer's responsibility, unless otherwise agreed in writing.

The Customer must test the Extension in their test environment before deploying to production.
The Supplier is not liable for errors or disruptions resulting from deploying the Production-Ready Extension if the Customer has deployed the Production-Ready Extension without having tested the Extension and confirmed it to be functional.

Unless otherwise agreed in writing, the purchase of an Extension does not include consulting, maintenance, updates, bug fixes, or technical support.
All additional services require a separate written agreement.

Upon full payment, the Customer is granted a perpetual, non-exclusive, and non-transferable license to install and use the Production-Ready Extension in one Microsoft Dynamics 365 Business Central production environment for their own internal business use.
The Supplier retains full ownership of all Extensions, including methods, tools, libraries, and components used or developed during delivery, and may freely reuse, modify, and commercialize them.
If source code is delivered, the Customer may modify it solely for internal use. Such modifications do not affect the Supplier's ownership of the original Extension.
The Customer may not distribute, sublicense, sell, or make the Extension or derivative works available to third parties without the Supplier's prior written consent.

Both Parties must keep all non-public information received from the other Party confidential for five (5) years from receipt, unless disclosure is required by law or the information is publicly available.

The Supplier's maximum liability is limited to direct damages not exceeding the purchase price paid for the Extension before the claim arose.
The Supplier is not liable for indirect, incidental, consequential, punitive, or special damages, including loss of data, business, revenue, or profits.
The Supplier is not liable for issues caused by third-party software, hardware, services, or updates.
The Supplier is not responsible for claims or damages resulting from following the Customer's instructions or specifications.

The Production-Ready Extension is delivered as a one-time purchase.
In the event of a material breach of contract by the Customer, the Supplier shall have the right to terminate all agreements concluded with the Customer with immediate effect, without any separate notice period. In such case, the Customer shall promptly cease all use of the Extension and permanently delete all copies thereof. A material breach of contract shall include, but not be limited to, failure to make payments, violation of license terms, or misuse of the service. In this situation, the Customer shall not be entitled to any refunds or other compensation.

The Supplier may use the Customer's name and logo for reference purposes, unless otherwise agreed in writing.

Prices are stated exclusive of value-added tax (VAT).
If the Customer is not Finnish, invoicing is carried out under the reverse charge mechanism in accordance with applicable legislation. The Customer is solely responsible for reporting and remitting any applicable VAT in their own jurisdiction.
Payments are processed through Paytrail Oyj, an authorized payment institution (Paytrail Oyj, Innova 2, Lutakonaukio 7, 40100 Jyväskylä, Finland | Business ID: 2122839-7 | www.paytrail.com).

These Terms of Delivery and all deliveries by the Supplier shall be governed by the laws of Finland.
The Parties shall primarily seek to resolve disputes through negotiations. If negotiations fail, disputes shall be resolved by arbitration in accordance with the rules of the Finland Chamber of Commerce by one arbitrator in the Finnish language.
Claims for monetary receivables may alternatively be resolved in the District Court of Southwest Finland.