1. Acceptance and scope
These Terms of Use ("Terms") govern your use of any software published by TSI ("TSI", "we", "us") under the TSL Labs name, including apps, extensions, connectors, automation flows and templates, together with their updates, documentation and any related support (each a "Product" and together the "Software"). The Software may be obtained from Microsoft AppSource, the Microsoft commercial marketplace or directly from TSI.
Covered products
These Terms apply to all current and future TSL Labs Products, including:
- Xero Bills Connector for Business Central: imports approved Xero supplier bills into Dynamics 365 Business Central as purchase invoices;
- Dynamics BC for Nonprofit: grant, restricted fund and donor management for Business Central;
- Dynamics BC Equipment Rental: equipment and asset rental management for Business Central;
- F&O Multisource Exchange Rate: automated exchange rate imports from public APIs for Dynamics 365 Finance & Operations; and
- F&O License Management: Dynamics 365 license compliance analysis for Finance & Operations.
A Product's listing, order form or documentation may include additional product-specific terms. Those terms apply to that Product in addition to these Terms and take precedence if they conflict.
By installing, configuring or using the Software, you agree to these Terms on behalf of the organization you represent ("you", "Customer"). If you do not agree, do not install or use the Software. If you have a separate signed agreement with TSI covering the Software, that agreement takes precedence where it conflicts with these Terms.
2. License grant
Subject to these Terms and payment of any applicable fees, TSI grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in your own Microsoft Dynamics 365, Business Central, Power Platform or other Microsoft environments for which the Product is designed, for your internal business purposes, for the companies, environments and users covered by your subscription or order. The Software is licensed, not sold.
3. Restrictions
Except as permitted by law or agreed in writing by TSI, you may not:
- copy, modify, translate or create derivative works of the Software;
- reverse engineer, decompile or disassemble the Software, or attempt to bypass any licensing or technical controls;
- resell, rent, lease, sublicense or provide the Software to third parties, including as a hosted or managed service, other than to your own affiliates covered by your subscription;
- use the Software in breach of applicable law or of the terms of Microsoft or any other third-party service it connects to; or
- remove any proprietary notices from the Software or its documentation.
4. Fees and payment
Fees for the Software are set out in your quote, order form or the applicable marketplace plan. Unless stated otherwise:
- fees are billed annually in advance and are due within 30 days of the invoice date;
- fees are exclusive of taxes, which you are responsible for, other than taxes on TSI's income;
- subscriptions renew automatically for the same term unless either party gives at least 30 days' written notice before renewal; and
- fees are non-refundable except where required by law or expressly stated in your order.
If you purchase the Software through the Microsoft commercial marketplace, Microsoft's billing, payment and refund terms for that purchase apply. TSI may suspend access to the Software if undisputed fees remain unpaid 30 days after written notice.
5. Trials
If TSI provides the Software on a trial, evaluation or preview basis, it is provided free of charge, for the period TSI specifies, "as is" and without support commitments. TSI may end a trial at any time. Data created during a trial remains in your own environment.
6. Your responsibilities
The Software can create, update, route and post business records automatically, such as invoices, vendors, journal entries, bookings, approvals and fund allocations. You remain responsible for your business decisions, accounting records and legal, tax and regulatory compliance, including any grant, donor or funder obligations. In particular, you are responsible for:
- configuring and reviewing setup, such as tax and VAT mappings, G/L accounts, number series, templates, field mappings, fund restrictions, pricing and approval rules;
- testing the Software with your own data before relying on it, and reviewing the records it creates or posts;
- deciding whether to enable automatic posting, approvals or other automated actions;
- assigning permissions appropriately and keeping your Microsoft and third-party credentials secure; and
- maintaining backups and following your own financial controls.
7. Third-party services
The Software runs on or connects to services operated by third parties, such as Microsoft Dynamics 365, Business Central and, for some Products, Xero and public exchange rate providers such as the Bank of Canada. Your use of those services is governed by your agreements with their providers. TSI does not control those services and is not responsible for their availability, performance, security or for changes to their APIs, products or terms. Such changes may require updates to the Software, and some features may be interrupted until an update is available.
Microsoft, Dynamics 365 and Business Central are trademarks of the Microsoft group of companies. Xero is a trademark of Xero Limited. Other names may be trademarks of their owners. TSI is not affiliated with or endorsed by any third-party provider except as a Microsoft Solutions Partner.
8. Data and privacy
The Software runs inside your own Microsoft environments and stores its data in your tenant. Where a Product connects to a third-party service, it accesses only the data needed for its documented function; for example, the Xero Bills Connector reads from Xero on a read-only basis. TSI does not receive or store your business data during normal operation. If you give TSI access to your environment for support, TSI will use any data it sees only to provide that support. The TSL Labs Software Privacy Policy describes how the Software and TSI handle data.
9. Support and updates
Support is provided as described in your order or in the Product's documentation, including our Help Center and TSL Labs product pages, and can be requested through our Contact page. TSI may release updates, including fixes, compatibility updates and new features, and may stop supporting older versions of the Software or of the Microsoft platforms it runs on after reasonable notice.
10. Intellectual property
TSI and its licensors own all rights, title and interest in the Software, its documentation and any improvements. Except for the license in section 2, no rights are granted to you. You own your data. If you provide feedback or suggestions, TSI may use them without obligation to you.
11. Warranty disclaimer
To the fullest extent permitted by law, the Software is provided "as is" and "as available". TSI disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and that the Software will be error-free or uninterrupted. TSI does not warrant that data, calculations, automated actions or postings produced with the Software will be accurate, complete or suitable for your legal, tax or reporting obligations.
12. Limitation of liability
To the fullest extent permitted by law:
- TSI is not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, including losses arising from incorrect or duplicate records or postings, automated actions, tax or regulatory filings, penalties, or interruptions of Microsoft or other third-party services, even if TSI was advised of the possibility of such damages; and
- TSI's total liability arising out of or relating to the Software or these Terms is limited to the fees you paid TSI for the Product giving rise to the claim in the 12 months before the event giving rise to the claim, or USD 100 if you have paid no fees.
Nothing in these Terms limits liability that cannot be limited by law.
13. Term and termination
These Terms apply to each Product from when you first install or use it until your subscription to it ends or these Terms are terminated. Either party may terminate if the other materially breaches these Terms and does not cure the breach within 30 days of written notice. On expiry or termination, your license to the affected Product ends and you must stop using and uninstall it. Sections 6, 7, 10, 11, 12, 15 and 16 survive termination. Uninstalling a Product does not delete records it already created in your environment.
14. Changes to these terms
TSI may update these Terms from time to time. We will post the updated Terms on this page and change the "Last updated" date. Material changes apply from your next renewal, unless you agree to them earlier. Continued use of the Software after that date means you accept the updated Terms.
15. Governing law
These Terms are governed by the laws of the jurisdiction in which TSI is headquartered, without regard to conflict of law principles. The courts of that jurisdiction have exclusive jurisdiction over any dispute arising out of these Terms, unless the parties agree otherwise in writing.
16. General
These Terms, together with any order or signed agreement, are the entire agreement between you and TSI regarding the Software. If any provision is found unenforceable, the remaining provisions stay in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without TSI's written consent. Microsoft is not a party to these Terms and has no obligations to you under them.
17. Contact us
Questions about these Terms can be sent to info@techsarwar.com or through our Contact page.