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, revocable license to access and use the Service for your internal business purposes.
4) Merchant Responsibilities
Accuracy: You are responsible for the accuracy of inventory settings, mappings and any information you enter.
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 Use: You grant Baikely a license to host, process, use, and analyze Your Data solely to provide and improve the Service (including machine-learning models). We may create and use aggregated and/or de-identified data that does not identify you or your customers.
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). 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
Pricing and payment terms are set out in a separate order form or agreement between you and Baikely. The Service is available for a one-time payment which grants you lifetime access to Baikely, unless otherwise specified in your agreement.
8) Confidentiality & Security
Each party will protect the other's confidential information and use it only as necessary to perform under these Terms. We implement administrative, technical and organizational measures designed to protect Your Data, including encryption of sensitive credentials and secure API communications.
9) 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.
10) Availability & Support
We aim for high availability but do not guarantee uninterrupted service. Support channels and response times may be described in separate documentation or your order form. The Service may experience temporary outages during POS system maintenance or API updates.
11) 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 12, 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.
12) 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).
13) Warranties & Disclaimers
THE SERVICE IS PROVIDED "AS IS". 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.
14) 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 9, 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.
15) 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.
16) 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.
17) Governing Law; Dispute Resolution
These Terms shall be governed and construed in accordance with the laws of Canada, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Montreal, Canada, and you hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.