Version 1.0, November 2026
These terms apply to every subscription to RyvSoft AI ordered from Individual Entrepreneur Yevgenii Romanov (Georgia), trading as RyvSoft ("Licensor", [email protected], ryvsoft.com), by a business customer ("Customer"; together with the Licensor, the "Parties"). These terms and the Order Form together form the agreement between the Parties (the "Agreement"). The plan, number of Agent Users, tenant, term, fees and any services are stated in the Order Form signed by both Parties. The Customer enters into these terms as a business for its business purposes and not as a consumer.
Software — RyvSoft AI, an AI agent for Microsoft Dynamics 365 Finance & Operations ("F&O"), in binary form (deployable package), with its Agent Library, documentation and the updates provided under this Agreement.
Subscription — the right to use the Software, updates and standard support for the Subscription Term, as set out in the Order Form.
Order Form — the order form or quote signed by both Parties. It states the plan, Agent Users, tenant, term, fees and services.
Tenant — the Customer's Microsoft Entra tenant named in the Order Form. Production Environment — the F&O production environment in the Tenant named in the Order Form.
Agent User — a named, enabled F&O user who is enabled to use the Software.
AI Provider — the AI model service that the Customer chooses and contracts directly (for example Anthropic, OpenAI, Azure OpenAI or Microsoft Foundry).
Output — any answer, report, file, query or proposed change produced with the help of the AI Provider through the Software.
For the Subscription Term and subject to payment, the Licensor grants the Customer a non-exclusive, non-transferable licence to install and use the Software in the Production Environment and in the development, test and sandbox environments of the same Tenant, for the Customer's internal business purposes, for up to the number of Agent Users in the Order Form.
The licence may be technically enforced by a licence file bound to the Tenant, with the Subscription end date and the number of Agent Users. The Licensor issues the licence file after payment and a renewed one on each renewal.
The Customer may let its implementation partner and contractors use the Software on its behalf, and is responsible for them.
The Software is delivered only in binary form. No source code is licensed or delivered, except under a separate escrow agreement if one is signed.
The Customer shall not, and shall not allow others to: copy the Software except for installation and backup; sell, rent, sublicense, distribute or transfer it; reverse engineer, decompile or disassemble it, except where the law expressly permits it; remove, disable or work around licence checks, limits or notices; use it in another tenant or above the licensed number of Agent Users; or use the Software or its documentation to build a competing product.
Microsoft licences. The Customer holds and keeps the Microsoft licences required for its F&O environments and for every person who uses F&O, directly or through the Software, including people who receive Outputs.
AI Provider. The Customer contracts with the AI Provider directly, accepts and complies with its terms, pays its fees, and decides which data the Software may send to it. Data sent to the AI Provider is processed under the Customer's agreement with that provider.
Access and security. The Customer configures F&O security roles, the Software's user, agent and tool settings, and decides which users may confirm changes. The Software acts with the F&O permissions of the user who runs it.
Checking and confirming. The Customer's users check Outputs before relying on them. A change to F&O data is made only when a user of the Customer confirms it, and that confirmation is the Customer's decision.
Testing and backups. The Customer tests new agents, settings and updates in a non-production environment first, and keeps backups of its data under its own procedures.
Outputs are produced by third-party AI models and may be incomplete, out of date or wrong, even when they look certain. Outputs are not accounting, tax, legal, financial or other professional advice. The Licensor does not guarantee the availability, behaviour, quality or prices of any AI Provider or model. AI Providers may change or retire models and interfaces; the Licensor will adapt the Software in its regular updates within a reasonable time.
Standard support is included in the Subscription: correction of reproducible defects of the Software, by e-mail. The Licensor aims to respond within one business day (Georgia time). Premium support, if ordered, has the scope and target response time stated in the Order Form.
Response times are targets, not guaranteed service levels, and no service credits or penalties apply. The Licensor may use subcontractors bound by confidentiality to provide support.
Updates are provided during the Subscription Term. The Licensor supports the Software on the generally available F&O version current at the time and the version before it, and releases compatibility with a new generally available F&O version within a reasonable time after its release.
Support does not cover: problems caused by the AI Provider, Microsoft platform changes before a compatible update is released, changes made by the Customer or third parties, unsupported versions, or configuration, agent design and development work, which is billed at the rate in the Order Form.
Software implementation, configuration and development services, including product handover sessions for the delivered Software, are provided as described in the Order Form or a statement of work. The Licensor provides software development and software support only and does not provide accounting, tax, legal, financial or management consulting. Unless agreed otherwise, services are billed at the hourly rate in the Order Form, the Customer provides timely access, a contact person and the input requested, and a services deliverable is accepted when it is used in production or 10 business days after delivery, whichever comes first, unless the Customer reports a material non-conformity in that time.
Fees are stated in the Order Form. The Licensor invoices the Subscription annually in advance and services as stated in the Order Form. Invoices are payable within 14 days by bank transfer in the invoice currency; bank charges of the Customer's bank and intermediary banks are borne by the Customer.
Fees exclude taxes. Payments are made without any deduction or withholding. If the law requires the Customer to withhold tax, the Customer increases the payment so that the Licensor receives the full invoiced amount, unless the Parties agree in writing that the Customer instead provides official evidence of the tax paid for the Licensor's tax credit.
If an invoice is more than 30 days overdue, the Licensor may, after 10 days' written notice, suspend the Software and services until payment.
The Licensor may change the fees for a renewal term by giving at least 60 days' notice before the renewal date.
The Licensor warrants that, during the Subscription Term, the Software materially performs as described in its documentation. If it does not, the Customer's remedy is that the Licensor corrects the defect within a reasonable time or, if it cannot, either Party may end the affected Subscription and the Licensor refunds the prepaid fee for the remaining term.
Features marked as beta or preview are provided "as is" and may change.
Except as stated in this section, and to the extent permitted by law, the Software, Outputs and services are provided without any other warranty, express or implied, including fitness for a particular purpose and uninterrupted or error-free operation.
If a third party claims that the Software, as delivered by the Licensor, infringes its intellectual property rights, the Licensor will, at its option and expense, modify the Software so that it does not infringe, obtain the right for the Customer to continue using it, or end the affected Subscription and refund the prepaid fee for the remaining term, and will defend the claim at its own cost if the Customer notifies it promptly, lets it control the defence and co-operates. This does not apply to claims caused by Outputs, the AI Provider, Customer data or settings, or combination with items not supplied by the Licensor. This section states the Licensor's entire responsibility for such claims, within the limit in section 11.
To the extent permitted by law, neither Party is liable for indirect or consequential damages, lost profits, lost revenue, business interruption, or loss or corruption of data.
To the extent permitted by law, each Party's total liability arising out of or in connection with this Agreement is limited to the fees paid and payable by the Customer under this Agreement in the 12 months before the event giving rise to the claim.
These limits do not apply to the Customer's payment obligations, to breaches of sections 3 or 12, or to liability that cannot be limited by law, including liability for wilful misconduct.
The Software, its documentation, prices and commercial terms are confidential information of the Licensor; the Customer's data and business information are confidential information of the Customer. Each Party keeps the other's confidential information secret, uses it only for this Agreement and discloses it only to its staff, advisers and contractors who need it and are bound by confidentiality. This lasts during the Agreement and for five years after it; for source code and trade secrets, for as long as they remain secret.
The Software runs inside the Customer's environment; the Licensor does not receive Customer data in the normal operation of the Software. If the Licensor accesses Customer data to provide services or support, it does so as processor on the Customer's behalf under the data processing terms below.
All rights in the Software, documentation and the Licensor's tools and know-how remain with the Licensor. The Customer owns its data and the Outputs generated for it, subject to the AI Provider's terms. Agents, instructions and settings created by the Licensor in services remain the Licensor's and are licensed to the Customer with the Subscription. The Licensor may use feedback to improve the Software without naming the Customer, unless the Customer agrees.
The Subscription Term starts on the start date in the Order Form and lasts one year. It renews automatically for one year at a time unless either Party gives notice of non-renewal at least 30 days before the end of the current term.
Either Party may end this Agreement by written notice if the other Party materially breaches it and does not cure the breach within 30 days of notice.
When the Agreement ends, the licence ends, the Customer stops using and removes the Software, and fees paid are not refunded except as stated in sections 9 and 10. The Software is designed so that the Customer's data stored in its tables remains in the Customer's environment.
Sections 3, 5, 8 (for amounts due), 11, 12, 14, the third paragraph of section 15, and 17 survive the end of the Agreement.
Neither Party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes of the AI Provider, of Microsoft cloud services or of internet and banking services, war, sanctions, natural disasters and illness of key personnel lasting longer than two weeks, except for payment obligations.
Law and disputes. This Agreement is governed by the laws of Georgia. Any dispute that the Parties cannot settle by negotiation within 30 days is finally resolved by arbitration under the rules of the Georgian International Arbitration Centre (GIAC), seated in Tbilisi, by one arbitrator, in English.
Order of precedence. If the Order Form and these terms differ, the Order Form prevails. This Agreement is the entire agreement on its subject and replaces earlier proposals, presentations and price lists. Purchase-order terms of the Customer do not apply.
Changes, notices, signatures. Changes must be in writing and signed by both Parties. Notices may be sent by e-mail to the addresses in the Order Form. Signatures exchanged as scans or by electronic signature are valid. This Agreement is made in English.
Assignment. Neither Party may assign this Agreement without the other's consent, except that the Licensor may assign it to a company it controls or to a successor of its RyvSoft AI business, with notice to the Customer.
Publicity. The Licensor may name the Customer as a customer or use its logo only with the Customer's written consent.
Sanctions. Each Party confirms that it is not subject to sanctions that would prohibit this Agreement or payments under it.
Trademarks. Microsoft and Dynamics 365 are trademarks of the Microsoft group of companies. The Software is an independent product and is not provided or endorsed by Microsoft. Microsoft is not a party to this Agreement.
These terms apply when the Licensor processes personal data on behalf of the Customer under section 13. They are intended to meet Article 28 of the EU General Data Protection Regulation and equivalent laws where they apply.
Subject and duration. Processing is limited to the services and support under this Agreement, for their duration.
Data and data subjects. Data stored in the Customer's F&O environment that the Licensor needs to see to perform the services, typically names and business contact details of the Customer's employees, customers and vendors.
Instructions. The Licensor processes the data only on the Customer's documented instructions (this Agreement, the Order Form and the Customer's written requests), unless the law requires otherwise, in which case it informs the Customer first unless the law forbids it.
Where. The Licensor works inside the Customer's environment through the access the Customer grants, and does not copy Customer data to its own systems or AI accounts, except where a service strictly requires it and the Customer agrees in writing.
Confidentiality and security. Everyone the Licensor allows to process the data is bound by confidentiality. The Licensor uses appropriate technical and organisational measures, including protected devices, multi-factor authentication where available and access limited to what the task needs.
Sub-processors. The Licensor uses sub-processors only with the Customer's prior written consent and on terms no less protective than these.
Assistance. The Licensor helps the Customer, at the Customer's reasonable cost, with data subject requests, security and impact assessments, as far as they concern the Licensor's processing.
Incidents. The Licensor notifies the Customer without undue delay, and where possible within 48 hours, after becoming aware of a personal data breach affecting the Customer's data, with the information it has.
End of processing. At the end of the services the Licensor gives up its access and deletes any Customer data it holds, unless the law requires keeping it.
Audit. The Licensor makes available the information reasonably needed to show compliance with these terms, and answers the Customer's written questions on its processing.
Transfers. The Licensor is established in Georgia. Where the Customer's law requires safeguards for this, the Parties sign the applicable standard contractual clauses, which then prevail over these data processing terms.