November 6, 2024
These Terms & Conditions (the “Advanced Data Services T&Cs”) are made by and between the customer identified in the Quotation (“Customer”; “you”) and BEEM Technologies Inc., with a registered address at 539 Bonsecours, Montreal (Québec), H2Y 3C6 (“BEEM”, “we”, “us”).
These Advanced Data Services T&Cs set out the additional terms applicable to your purchase of BEEM’s Advanced Data Services (as defined below). If you have any questions related thereto, you can reach us at team@beemdata.com or call us directly at 1-844-266-2336. The Advanced Data Services T&Cs should be read in conjunction with our Terms of Service. The definitions below are important to your understanding of these Advanced Data Services T&Cs. Any capitalized terms used but not otherwise defined herein shall have the meaning set out in the Terms of Service.
“ADS Fees” has the meaning ascribed to it in Section 4(a).
“ADS Team” has the meaning ascribed to it in Section 2(a).
“Advanced Data Services” refers to the professional services provided to you by BEEM in connection with your use of the Platform. Advanced Data Services include, but are not limited to, onboarding, configuration, customization, consultation and training, as well as data analytics and data engineering.
(a) Nature of the Advanced Data Services
Our Advanced Data Services provide you with access to BEEM’s data experts (the “ADS Team”) for the purpose of enhancing your use of the Platform. BEEM will work with you and your team to customize your use of and access to the Advanced Data Services in a manner that best responds to your business needs. For greater certainty, use of the Advanced Data Services requires that you have a subscription to the Platform and comply with the terms set out in the Terms of Service.
In order to provide the Advanced Data Services, the members of the ADS Team assigned to you will have their own Account to access your Platform account (including your Customer Data and Third-Party Cloud Account), as would be the case for any of your End Users. The members of the ADS Team assigned to you shall be deemed “End Users” exclusively for the purpose of the definition of “Customer Data” in the Terms of Service.
(b) Availability of the Advanced Data Services
The Advanced Data Services are available from 9 am to 5 pm EST, excluding statutory holidays in Quebec, Canada (the “Service Hours”). If Customer requires Advanced Data Services outside of the Service Hours, overtime rates will apply and will be reflected in a new Quotation. Should Customer require that a member of the ADS Team be available on-call outside of the Service Hours, additional fees may also apply and will be reflected in a new Quotation.
(a) Advanced Data Services Fees – Generally
Fees for the Advanced Data Services (the “ADS Fees”) are in addition to the Fees for your subscription to the Platform and the accompanying Services described in the Terms of Service.
(b) Dedicated Hours
As detailed in the applicable Quotation, Customer will be charged for a dedicated number of Advanced Data Services hours per month, reflecting the number of hours that the ADS Team will be available to Customer to provide Advanced Data Services in a given month. The applicable hourly rate will be set out in the Quotation. BEEM, in consultation with Customer, will determine how to allocate Customer’s dedicated hours throughout the month, according to the schedule and availability of the ADS Team.
After the end of each month, BEEM will advise Customer of the number of Advanced Data Services hours used by Customer in the previous month and the number of Advanced Data Services hours available to Customer for the following month. As detailed in the next paragraph, if Customer does not use all of its dedicated Advanced Data Services hours in a given month, a certain number of Advanced Data Services hours may be carried over to the next month.
If Customer does not use all of its dedicated Advanced Data Services hours in a given month, it can carry over the unused hours to the following month (up to a limited amount). The monthly carryover can be no more than Customer’s dedicated number of hours per month – if Customer does not use the carried-over hours during the following month, such hours are lost (use it or lose it). Should Customer not use all of its dedicated Professional Services hours in a given month for reasons attributed to BEEM (i.e., members of the ADS Team are unavailable due to illness, departures or otherwise), Customer will not lose any hours, as described above. If such circumstances arise, BEEM will provide a positive solution for Customer.
Should the ADS Team work in excess of Customer’s dedicated Advanced Data Services hours in a given month (over and above any dedicated hours that may have been carried over from the previous month), Customer will be invoiced for such excess hours on the following invoice. BEEM will seek Customer’s prior consent before undertaking any work in excess of Customer’s dedicated Advanced Data Services hours.
(c) Requests for Modifications to the Dedicated Hours
Requests for modifications to Customer’s dedicated number of Advanced Data Services hours per month must be requested in writing by Customer at least 60 days prior to such new schedule taking effect (whether the modification is to increase or decrease the number of dedicated hours). Any requested increase to the number of dedicated Advanced Data Services hours per month is contingent upon the availability of the ADS Team and BEEM will inform Customer if a requested increase is possible. Note that any such requested modification may impact the hourly rate for the Advanced Data Services provided in Customer’s initial Quotation.
(d) Increases to ADS Fees
BEEM reserves the right to adjust or increase the ADS Fees at its sole discretion. For greater certainty, such adjustments or increases refer to general ADS Fee increases as established by BEEM, rather than adjustments or increases due to specific Customer requests to increase or decrease the Advanced Data Services dedicated hours or to request overtime hours. BEEM will provide you with at least 60 days’ advance written notice of any increase to the ADS Fees. Any ADS Fee adjustments or modifications will take effect upon any renewal of your Advanced Data Services term following such 60-day notice period. If you do not accept the ADS Fee adjustments or modifications, you may exercise your right to terminate these Advanced Data Services T&Cs, pursuant to Section 5(b).
(e) All Other Payment Terms
In all other respects, the payment terms set out in the Terms of Service shall apply to Customer’s payment of the ADS Fees. All ADS Fees are non-reimbursable, and we have no obligation to refund any ADS Fees already paid by you to us for any reason whatsoever. Payment of the ADS Fees shall also occur via automatic payment and, in addition to the payment of the Fees as provided for in the Terms of Service, Customer further authorizes BEEM to automatically charge Customer’s credit card and/or financial institution for the ADS Fees set out in the Quotation in accordance with the payment terms set out in these Advanced Data Services T&Cs, the Terms of Service and the applicable Quotation.
(a) Term
The term for your access to the Advanced Data Services will be set out in the applicable Quotation. The minimum term length is 3 months. Upon its expiry, your Advanced Data Services term will automatically renew for subsequent terms of the same length, unless terminated pursuant to the terms of Section 5(b).
(b) Termination
You can terminate your access to the Advanced Data Services with at least 60 days’ prior written notice to BEEM. Note that termination of these Advanced Data Services T&Cs will not terminate your subscription to the Platform and the accompanying Services detailed in the Terms of Service and your subscription will continue pursuant to those Terms of Service and the applicable Quotation. However, termination of your subscription to the Platform (and the Terms of Service) will automatically terminate your access to the Advanced Data Services and these Advanced Data Services T&Cs will terminate concurrent to the termination of your subscription to the Platform.
(a) Modifications to these Advanced Data Services T&Cs
We may need to modify these Advanced Data Services T&Cs from time to time, based on our legitimate business needs. If we need to amend these Advanced Data Services T&Cs, we will advise you through the Notification Email Address. If you continue to use the Advanced Data Services after such notice, we will consider that you accept the amendments to these Advanced Data Services T&Cs. You may object to any modification to these Terms by reaching out to us at team@beemdata.com and if you cannot agree to a mutually acceptable modification, you may exercise your right to terminate these Advanced Data Services T&Cs, pursuant to Section 5(b).
(b) Order of Precedence
In the case of any conflict between these Advanced Data Services T&Cs, the Terms of Service and a Quotation, the Quotation shall take precedence over either set of terms and these Advanced Data Services T&Cs shall take precedence over the Terms of Services with respect to the Advanced Data Services. In all other respects, the provisions of the Terms of Service also apply to the Advanced Data Services, including, but not limited to, the sections on Confidential Information (Section 8), Data Management (Section 9), Indemnity; Remedies (Section 13), Disclaimers and BEEM Warranties (Section 14) and Limitation of Liability (Section 15).
(c) Entire Agreement
These Advanced Data Services T&Cs (as well as the Terms of Service, the Acceptable Use Policy and all applicable Quotations, which form an integral part hereof) describe the entire understanding of the parties and supersedes all oral and written agreements or understandings between the parties related to its subject matter, including with respect to the Platform and the Services.
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