Baikely
Terms & Conditions (End User License Agreement)
These Terms & Conditions ("Terms") govern your access to and use of the Baikely web application and related services (collectively, the "Service"). "Merchant", "you" and "your" refer to the business entity installing or using the Service. "Baikely", "we", "our", and "us" refer to the Service provider identified below. By installing the app, connecting your POS system account via API integration, or otherwise using the Service, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.
2) Service Description
Baikely provides inventory intelligence, demand forecasting, and production planning for bakeries and food service businesses. The Service may connect to your POS system (including but not limited to ClusterPOS, Clover, and Lightspeed) to read inventory, menu items, orders, line items and related analytics to help you plan production and track performance.
3) License Grant
Subject to these Terms, Baikely grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes. You will not distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, or create derivative works from the Service, or attempt to derive its source code. Baikely reserves all right, title, and interest in the Service that is not expressly granted to you.
4) Merchant Responsibilities
Accuracy: You are responsible for the accuracy of inventory settings, mappings and any information you enter.
Account Security: You are responsible for safeguarding access to your Baikely account and for any activity that occurs through it. You must notify us if you discover a security breach involving your account or the Service.
Compliance: You will use the Service only as permitted by law and by your POS provider's policies. You will not attempt to access cardholder data; Baikely does not require or process full card numbers, CVV, or magstripe data.
POS Integration: You are responsible for maintaining valid API credentials and ensuring your POS system remains accessible for data synchronization.
5) Data Ownership & Use
Our Role: Baikely processes Your Data solely on your behalf and on your instructions, for the purpose of providing the Service to you. We do not use Your Data for our own commercial purposes, we do not sell it, and we do not use it to produce forecasts or insights for any other merchant. Every forecast we generate for your business is derived only from your own historical data, together with public information such as weather.
Forecasting Technology: Baikely's demand forecasts are produced by Prophet, an open-source statistical time-series library, running on infrastructure controlled by Baikely. The Service does not use large language models, and Your Data is never transmitted to any third-party artificial intelligence provider or used to train any model outside your own account.
API Credentials: API keys, serial numbers, and access credentials are stored securely and used only to access your POS system on your behalf. Credentials are encrypted and stored in accordance with industry security standards.
Data Synchronization: The Service may automatically synchronize data from your POS system at regular intervals to maintain accurate inventory and sales information.
6) Third-Party Services
The Service relies on third parties, including your POS provider (e.g., ClusterPOS, Clover, Lightspeed) and Open-Meteo (weather forecasts). Weather requests contain only a geographic location and never include Your Data. Your use of your POS system remains subject to your POS provider's terms and policies. Baikely is not responsible for third-party outages, API changes, or service modifications.
7) Fees & Billing
Baikely is offered as a paid subscription. The subscription fee, billing frequency, and payment method are set out in a separate order form or written agreement between you and Baikely, and are payable by bank transfer or another method agreed in writing. The Baikely subscription is charged by Baikely directly for the Baikely service as a whole, and is separate from any fee charged by your POS provider or its app marketplace. You are responsible for all applicable sales, use, excise, and similar taxes, excluding taxes based on Baikely's income. You must notify us of any billing error within 120 days of the date it first appears on your invoice.
8) Confidentiality & Security
Each party will protect the other's confidential information and use it only as necessary to perform under these Terms. Confidential information does not include information that is or becomes public through no fault of the recipient, that the recipient lawfully held beforehand, that is independently developed, or that is lawfully received from a third party. We implement administrative, technical and organizational measures designed to protect Your Data, including encryption of sensitive credentials and secure API communications.
9) Compliance with Privacy Laws
• Baikely processes merchant data and personal information only on your behalf and in its capacity as your service provider or processor, and will not collect, retain, use, or disclose it for any purpose other than performing its obligations under these Terms.
• Baikely will not "sell" or "share" personal information as those terms are defined under Privacy Laws.
• Baikely will not collect, use, retain, disclose, or otherwise make merchant data or personal information available for its own commercial purposes.
• Baikely limits its collection, use, retention, and disclosure of personal information to what is reasonably necessary and proportionate to provide the Service.
• You remain the controller of the personal information processed on your behalf, and you are responsible for establishing a legal basis for that processing.
10) Assistance with Individual Rights Requests
If Baikely receives a request directly from one of your customers or personnel in connection with the Service, Baikely will redirect that individual to you. You are responsible for responding to the request, and Baikely will assist where you reasonably ask it to.
Baikely will notify you promptly if it receives any complaint, notice, or communication relating to either party's compliance with Privacy Laws in connection with the Service.
11) Prohibited Uses
• Interfering with security or circumventing access controls.
• Uploading malware or using the Service to violate laws or third-party rights.
• Attempting to store, transmit, or access payment card primary account numbers, CVV, or magstripe data through the Service.
• Using the Service to access or modify data outside of the scope of your authorized POS integration.
• Sharing API credentials or access tokens with unauthorized third parties.
12) Availability & Support
We aim for high availability but do not guarantee uninterrupted service. The Service may update automatically from time to time, and we may perform maintenance that results in temporary interruptions. Support channels and response times may be described in separate documentation or your order form. The Service may also experience outages during POS system maintenance or API updates.
13) Term & Termination
These Terms remain in effect until terminated. You may stop using the Service and revoke POS access at any time. We may suspend or terminate for breach, legal requirements, risk, or non-payment. Upon termination, we will disable access and, subject to Section 14, delete or de-identify Your Data in line with our Privacy Policy and retention rules. You are responsible for exporting any needed data prior to termination.
14) Data Retention & Deletion
We retain Your Data only as long as necessary for the purposes described in our Privacy Policy, or as required by law. Upon written request or at contract end, we will delete or de-identify Your Data within a commercially reasonable period, except where retention is required by law or legitimate business purposes (e.g., audit logs, compliance requirements).
15) Warranties & Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FORECASTS AND RECOMMENDATIONS ARE ESTIMATES; YOU REMAIN RESPONSIBLE FOR YOUR BUSINESS DECISIONS. WE DO NOT GUARANTEE THE ACCURACY OF DATA SYNCHRONIZED FROM YOUR POS SYSTEM.
16) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR PAYMENT OBLIGATIONS OR YOUR BREACH OF SECTION 11, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM.
17) Indemnification
You will defend and indemnify Baikely against claims arising from Your Data, your use of the Service in violation of these Terms, your breach of law or third-party rights, or any issues arising from your POS system integration.
18) Communications
You authorize Baikely to communicate with you electronically using the contact information you provide, including through the Service, by email, and by text message, for purposes such as service updates, security alerts, billing notices, and support. You may opt out of non-essential marketing communications at any time. You remain responsible for any fees your communications provider charges for messages we send you.
19) Changes
We may modify these Terms. Changes will be posted with an updated date. Material changes will be notified via the app or email where practicable. Continued use after changes means you accept the updated Terms.
20) Governing Law; Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, without regard to conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts of the Province of Québec, sitting in the judicial district of Montréal, and you consent to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.