GENERAL TERMS AND CONDITIONS

Consora Solutions Oy
Business ID: 3630748-5

Version: 11.6.2026

These General Terms and Conditions ("Terms") apply to all software, services, and solutions provided by Consora Solutions Oy ("Consora") unless otherwise agreed in writing.

Where the parties have entered into a separate agreement, order form, statement of work, proposal, subscription agreement, or similar document (collectively, an "Agreement"), these Terms shall supplement such Agreement. In the event of any conflict between these Terms and an Agreement, the Agreement shall prevail.

1. SERVICES

Consora provides software and related services for accounts payable automation, invoice processing, financial workflow automation, approval routing, accounting workflow assistance, and artificial intelligence-powered operational support.

The Services may include, among other functionality:

  • invoice capture and data extraction;

  • invoice classification and categorization;

  • general ledger account recommendations;

  • cost center, dimension, project, department, and accounting coding recommendations;

  • approval workflow automation;

  • approval routing based on predefined business rules;

  • duplicate invoice detection;

  • anomaly detection;

  • exception handling;

  • month-end and period-end workflow support;

  • ERP, accounting system, and financial software integrations;

  • AI-powered operational recommendations and decision support.

The scope, functionality, and configuration of the Services shall be defined in the applicable Agreement.

The Services are intended to support and automate operational finance processes. The Services do not constitute accounting, bookkeeping, auditing, tax advisory, legal advisory, investment advisory, payment services, or other regulated financial services unless expressly agreed otherwise in writing.

Unless expressly agreed otherwise, Consora does not guarantee any specific operational, financial, accounting, commercial, or business outcome resulting from the Services.

2. CUSTOMER RESPONSIBILITIES

The Customer shall:

a) provide all information, materials, access rights, approvals, and assistance reasonably required for the performance of the Services;

b) ensure that all information provided to Consora is accurate, complete, and up to date;

c) obtain and maintain all necessary licenses, permissions, and rights relating to systems, software, data, and materials supplied to Consora;

d) designate appropriate personnel with authority to make decisions and approve deliverables.

The Customer remains responsible for all decisions made on the basis of recommendations, analyses, automations, classifications, coding suggestions, workflow decisions, or outputs generated through the Services.

Consora shall not be liable for delays or deficiencies resulting from the Customer's failure to fulfil its obligations.

3. AI AND AUTOMATION SERVICES

The Customer acknowledges that artificial intelligence systems, machine learning technologies, and automated workflow systems are probabilistic in nature and may generate inaccurate, incomplete, inconsistent, misleading, biased, or unsuitable outputs.

The Services may generate:

  • invoice coding recommendations;

  • accounting classifications;

  • approval recommendations;

  • workflow routing decisions;

  • duplicate detection results;

  • anomaly detection results;

  • exception handling recommendations;

  • period-end workflow suggestions; and

  • other finance-related outputs.

Such outputs are provided solely as operational recommendations and automation support.

Consora does not warrant the accuracy, completeness, legality, accounting treatment, tax treatment, or suitability of any output generated by the Services.

The Customer remains solely responsible for:

  • reviewing and approving accounting records;

  • reviewing and approving payment decisions;

  • maintaining accurate financial records;

  • ensuring compliance with accounting standards;

  • ensuring compliance with tax obligations;

  • ensuring compliance with regulatory requirements; and

  • exercising appropriate oversight over automated processes.

The Customer shall determine the level of review, approval, oversight, and control applied to AI-generated outputs and automated workflow decisions based on its own risk management, compliance requirements, and internal policies.

AI outputs may vary over time due to changes in models, algorithms, training data, customer data, integrations, or third-party providers.

4. FINANCIAL PROCESS RESPONSIBILITIES

The Customer is solely responsible for:

a) defining, approving, maintaining, and overseeing approval hierarchies, approval limits, delegation rules, segregation-of-duty controls, authorization policies, payment approval procedures, and financial governance controls;

b) ensuring the accuracy, completeness, legality, and maintenance of supplier data, accounting master data, chart of accounts, dimensions, cost centers, project structures, approval rules, and other configuration data used by the Services;

c) reviewing and approving accounting classifications, coding decisions, payment approvals, financial transactions, and workflow configurations where appropriate;

d) maintaining adequate internal controls over financial processes;

e) ensuring compliance with applicable accounting, tax, financial reporting, audit, and regulatory requirements.

The Services may generate recommendations relating to approval hierarchies, approval thresholds, invoice coding rules, workflow configurations, exception handling procedures, automation settings, accounting classifications, and other financial process controls.

Such recommendations are provided solely to assist the Customer in configuring and operating its financial processes and do not constitute accounting, bookkeeping, auditing, tax, legal, financial, or regulatory advice.

The Customer remains solely responsible for reviewing, approving, modifying, rejecting, implementing, and maintaining any such recommendations.

Consora shall not be liable for errors, omissions, delays, misclassifications, incorrect routing decisions, incorrect coding recommendations, approval outcomes, payment decisions, or other consequences resulting from Customer-approved configurations, Customer decisions, Customer data, Customer business rules, or Customer implementation of recommendations generated by the Services.

5. AUTONOMOUS ACTIONS

The Services may include functionality that allows workflows, routing decisions, accounting classifications, recommendations, notifications, approvals, postings, or other operational actions to be performed automatically based on Customer-approved rules, thresholds, configurations, or automation settings ("Autonomous Actions").

Consora may suggest Autonomous Actions, automation rules, approval thresholds, workflow structures, exception handling procedures, accounting classifications, and operational configurations based on Customer data, usage patterns, historical transactions, machine learning models, or AI-generated recommendations.

The Customer remains solely responsible for deciding whether to adopt, implement, modify, or reject any recommendation generated by the Services.

The Customer is solely responsible for:

a) determining whether Autonomous Actions are enabled;

b) approving automation rules, approval thresholds, business logic, exception handling procedures, accounting workflows, and automation settings;

c) reviewing and validating configurations before deployment;

d) maintaining appropriate internal controls and oversight mechanisms.

Any Autonomous Actions executed by the Services shall be deemed to operate according to settings, rules, thresholds, and configurations approved by the Customer.

Consora shall not be responsible for outcomes resulting from Autonomous Actions operating in accordance with Customer-approved settings, configurations, workflows, approval structures, business rules, or accounting policies.

The Customer acknowledges that automated systems may produce unintended outcomes due to inaccurate data, incomplete configurations, changes in business processes, third-party system behaviour, or limitations inherent in software and artificial intelligence technologies.

The Customer remains solely responsible for all accounting records, payment decisions, approvals, financial transactions, tax treatments, and regulatory obligations affected by Autonomous Actions.

6. THIRD-PARTY SERVICES

The Services may rely upon third-party software, cloud infrastructure, APIs, AI models, integrations, ERP systems, accounting platforms, banking integrations, and other external services.

Such third-party services are governed by the respective providers' terms and conditions.

Consora shall not be liable for:

a) interruptions, downtime, outages, or degradation of third-party services;

b) changes in functionality, availability, pricing, policies, APIs, technical specifications, or supported integrations;

c) acts or omissions of third-party providers;

d) failures, inaccuracies, or delays caused by third-party systems.

Any fees charged by third-party providers remain the responsibility of the Customer unless otherwise agreed.

7. FEES AND PAYMENT

Fees shall be invoiced in accordance with the applicable Agreement.

Unless otherwise agreed:

a) invoices are payable within fourteen (14) days of the invoice date;

b) all prices are exclusive of value added tax and other applicable taxes;

c) overdue amounts shall accrue interest in accordance with applicable Finnish law;

d) the Customer shall reimburse reasonable collection costs.

Consora may suspend performance of the Services if any undisputed invoice remains unpaid after the due date.

Such suspension shall not relieve the Customer from its payment obligations.

8. INTELLECTUAL PROPERTY RIGHTS

Each party retains ownership of its pre-existing intellectual property rights.

Unless expressly agreed otherwise in writing, Consora retains all rights, title, and interest in its software, AI models, automation frameworks, workflow engines, business rule architectures, prompt libraries, agent frameworks, methodologies, templates, reusable components, integrations, know-how, trade secrets, and all related intellectual property developed or used in connection with the Services.

Upon full payment of all fees, the Customer receives a non-exclusive, non-transferable right to use the Services and deliverables in accordance with the applicable Agreement.

No intellectual property rights shall transfer to the Customer unless expressly agreed in writing.

Nothing in these Terms restricts Consora from using general knowledge, skills, experience, concepts, or techniques acquired in the course of performing the Services.

9. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party and shall use such information solely for purposes related to the Services.

The confidentiality obligations shall not apply to information that:

a) is publicly available without breach of these Terms;

b) was lawfully known by the receiving party prior to disclosure;

c) was lawfully obtained from a third party without confidentiality restrictions; or

d) was independently developed without use of confidential information.

The obligations under this section shall remain in force for five (5) years following termination of the parties' relationship.

10. ACCOUNTING AND REGULATORY RESPONSIBILITY

The Customer remains solely responsible for its accounting records, bookkeeping, financial statements, tax filings, statutory reporting, payment approvals, audit obligations, internal controls, and regulatory compliance.

Consora does not act as an accountant, bookkeeping service provider, auditor, tax advisor, fiduciary, financial institution, payment service provider, or regulated financial services provider.

The use of the Services does not transfer any statutory accounting, tax, reporting, audit, payment authorization, internal control, or compliance responsibilities from the Customer to Consora.

Recommendations generated by the Services, including recommendations concerning accounting treatments, coding structures, approval workflows, approval thresholds, controls, automation settings, or financial processes, shall not be considered professional accounting, auditing, tax, legal, financial, or regulatory advice.

The Customer shall independently review and validate all accounting treatments, financial records, payment decisions, approval structures, automation rules, and regulatory filings generated, supported, or recommended by the Services.

11. WARRANTIES

Consora warrants that the Services will be provided with reasonable professional care and skill.

Except as expressly stated herein, the Services and all deliverables are provided "as is" and "as available."

To the fullest extent permitted by law, Consora disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, or regulatory compliance.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Consora's total aggregate liability arising out of or relating to the Services shall not exceed the total fees paid by the Customer to Consora during the six (6) months preceding the event giving rise to the claim.

Under no circumstances shall Consora be liable for:

a) indirect damages;

b) consequential damages;

c) loss of profits;

d) loss of revenue;

e) loss of business opportunities;

f) loss of anticipated savings;

g) loss of goodwill;

h) loss of data;

i) business interruption;

j) accounting errors, tax assessments, regulatory penalties, audit findings, payment errors, or financial losses arising from Customer decisions, Customer data, Customer configurations, or reliance upon AI-generated outputs.

The limitations set forth in this section shall not apply to liability arising from wilful misconduct or gross negligence.

13. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including but not limited to:

  • acts of government;

  • war;

  • terrorism;

  • labour disputes;

  • natural disasters;

  • pandemics;

  • power outages;

  • cyberattacks;

  • internet disruptions;

  • failures of cloud infrastructure;

  • failures of AI providers;

  • failures of ERP systems;

  • failures of accounting software providers; or

  • failures of third-party service providers.

The affected party shall notify the other party without undue delay.

14. TERM AND TERMINATION

These Terms shall remain applicable for as long as the parties maintain a contractual relationship.

Termination of an Agreement shall not affect any rights or obligations accrued prior to termination.

Sections concerning confidentiality, intellectual property, accounting responsibility, limitation of liability, payment obligations, and dispute resolution shall survive termination.

15. REFERENCE RIGHTS

Unless otherwise agreed in writing, Consora may identify the Customer as a customer and may use the Customer's name, trademark, and logo in marketing materials, proposals, presentations, customer references, and on its website.

Consora shall not disclose confidential information without prior written consent.

The Customer may object to such use by providing written notice.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of Finland, excluding its conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services shall first be resolved through good-faith negotiations between the parties.

If no resolution is reached within thirty (30) days, the dispute shall be finally resolved by the District Court of Helsinki as the court of first instance.

17. AMENDMENTS

Consora may amend these Terms from time to time.

Updated Terms shall become effective upon publication on Consora's website unless otherwise stated.

The version in effect at the time the applicable Agreement is entered into shall govern that Agreement unless the parties agree otherwise.

Consora Solutions Oy
Business ID: 3630748-5