Professional Services (ADS) Terms & Conditions
July 21, 2026
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July 21, 2026
These Terms & Conditions (the "ADS 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 ADS 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 1-833-929-3282. The ADS T&Cs should be read in conjunction with our Terms of Service. 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 3(a).
"ADS Team" has the meaning ascribed to it in Section 2(a).
"Advanced Data Services" or "ADS" refers to the professional services provided to you by BEEM's professional services team in connection with your use of the Platform. Advanced Data Services include, but are not limited to, onboarding, configuration, customization, consultation, training, strategy, data engineering, data analytics, business intelligence and artificial intelligence services.
"Background" has the meaning ascribed to it in Section 5(c).
"Dedicated Hours Engagement" has the meaning ascribed to it in Section 2(c)(i).
"Deliverables" has the meaning ascribed to it in Section 5(a).
"Estimate" has the meaning ascribed to it in Section 2(c)(ii).
"Project Engagement" has the meaning ascribed to it in Section 2(c)(ii).
(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 an active 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, and are bound by the confidentiality obligations set out in the Terms of Service.
(b) Availability of the Advanced Data Services
The Advanced Data Services are available from 9 am to 5 pm ET, excluding statutory holidays in Quebec, Canada (the "Service Hours"). If Customer requires Advanced Data Services outside of the Service Hours, overtime rates will apply; such rates and any on-call arrangements will be disclosed to Customer in advance and reflected in a Quotation or Change Order accepted by Customer before the corresponding work is performed.
(c) Engagement Modes
Advanced Data Services are purchased in one or more of the following modes, as set out in the applicable Quotation:
(i) Dedicated Hours Engagements. Customer purchases a dedicated number of Advanced Data Services hours per month, reflecting the number of hours that the ADS Team will be available to Customer in a given month (a "Dedicated Hours Engagement"). The applicable hourly rate is 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.
(ii) Project Engagements. Customer purchases Advanced Data Services for a defined scope of work described in the Quotation (a "Project Engagement"). The Quotation sets out BEEM's good-faith estimate of the hours required to deliver the scope (the "Estimate"). The Estimate is an estimate, not a fixed price: Customer is invoiced for the hours actually worked, at the rate set out in the Quotation. BEEM actively manages the work to respect the Estimate and will proactively notify Customer, and obtain Customer's written approval (which may be by email), before performing work that BEEM anticipates will exceed the Estimate. Adjustments to the scope of a Project Engagement that do not affect the Fees, rates or Estimate may be agreed between the parties in writing, including by email; changes that affect the Fees, rates, Estimate or term are effected through a Change Order.
(iii) Ad Hoc Hours. Customer may purchase Advanced Data Services on an as-needed basis without a monthly commitment, at the ad hoc rate set out in the Quotation. Ad hoc hours carry no reserved capacity: they are scheduled subject to the availability of the ADS Team, on a commercially reasonable, best-effort basis, and BEEM does not guarantee response or delivery timelines for ad hoc work. Customers requiring assured availability should consider a Dedicated Hours Engagement or a Project Engagement.
(d) Professional Warranty
BEEM performs the Advanced Data Services in a professional and diligent manner, in accordance with generally recognized industry standards. If Customer reports a breach of this warranty in writing within 30 days of the performance of the affected services, BEEM will re-perform the affected services at no charge. Such re-performance constitutes Customer's sole and exclusive remedy for a breach of this warranty, subject to the introductory paragraph of Section 16 of the Terms of Service (gross fault, intentional fault, fraud).
(a) ADS 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. All hourly rates, rate tiers and any volume-based pricing are set out exclusively in the applicable Quotation.
(b) Dedicated Hours Engagements - Billing and Carryover
For Dedicated Hours Engagements, the monthly total is invoiced on the first day of each month. After the end of each month, BEEM will advise Customer of the number of Advanced Data Services hours used in the previous month and the number of hours available for the following month.
If Customer does not use all of its dedicated hours in a given month, it can carry over the unused hours to the following month, up to a maximum of one month's worth of dedicated hours. Carried-over hours not used during the following month are forfeited. Should Customer be unable to use its dedicated hours in a given month for reasons attributable to BEEM (for example, unavailability of the ADS Team members assigned to Customer due to illness, vacation or departures), Customer will not forfeit those hours and BEEM will propose a remedy.
Should the ADS Team work in excess of Customer's dedicated hours in a given month (over and above any carried-over hours), such excess hours will be invoiced on the following invoice at the rate set out in the Quotation. BEEM will seek Customer's prior consent before undertaking any work in excess of Customer's dedicated hours.
(c) Project Engagements - Billing
For Project Engagements, unless the Quotation provides otherwise: (i) fifty percent (50%) of the Estimate is invoiced upon acceptance of the Quotation and payable before work begins; (ii) hours actually worked are invoiced at the end of each month, with amounts already paid under point (i) applied against them; and (iii) any remaining balance is invoiced upon completion of the scope or the end of the engagement, whichever occurs first. BEEM informs Customer monthly of the hours worked.
(d) Ad Hoc Hours - Billing
Ad hoc hours are invoiced monthly in arrears at the end of each month.
(e) Modifications to Dedicated Hours
Requests for modifications to Customer's dedicated number of hours per month must be made in writing at least 60 days before the new schedule takes effect (whether the modification increases or decreases the dedicated hours), and are effected through a Change Order. Any requested increase is contingent on the availability of the ADS Team, and BEEM will inform Customer whether a requested increase is possible. A modification may affect the applicable hourly rate, as set out in the Quotation.
(f) Increases to ADS Fees
BEEM reserves the right to adjust the ADS Fees. Such adjustments refer to general ADS Fee changes as established by BEEM, rather than adjustments resulting from Customer requests under Section 3(e). BEEM will provide you with at least 60 days' advance written notice of any increase to the ADS Fees. Any adjustments will take effect upon the renewal of your Advanced Data Services term following such notice period. If you do not accept the adjustments, you may exercise your right to terminate these ADS T&Cs pursuant to Section 4(b).
(g) All Other Payment Terms
In all other respects, the payment terms set out in the Terms of Service (including payment methods, delinquency and suspension) apply to Customer's payment of the ADS Fees, provided that invoices for hours actually worked under Project Engagements and Ad Hoc Hours, whose amounts vary from month to month, may also be paid by wire transfer. Where automatic payment applies pursuant to 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 ADS T&Cs, the Terms of Service and the applicable Quotation. ADS Fees are non-reimbursable, and we have no obligation to refund any ADS Fees already paid, except for any amounts prepaid under Section 3(c)(i) in excess of the value of hours actually worked at the effective date of a termination.
(a) Term and Renewal
The term of your access to the Advanced Data Services is set out in the applicable Quotation.
Dedicated Hours Engagements have an initial minimum term of 3 months (or such longer initial term as set out in the Quotation). Upon expiry of the initial term, the engagement automatically renews on a month-to-month basis, at the same terms and conditions, until terminated pursuant to Section 4(b).
Project Engagements end upon completion of the scope set out in the Quotation and do not renew automatically. Follow-on work is contracted through a new Quotation or a Change Order.
(b) Termination
Either party may terminate a Dedicated Hours Engagement with at least 60 days' prior written notice, effective no earlier than the end of the initial term. Either party may terminate a Project Engagement with 30 days' prior written notice, in which case Customer pays for the hours actually worked to the effective date of termination, and any prepaid amount exceeding the value of hours worked is refunded.
In addition, either party may terminate an ADS engagement for cause if the other party breaches a material obligation under these ADS T&Cs or the applicable Quotation and fails to remedy the breach within 10 days of receiving a written notice describing it. In such a case, Customer pays for the hours actually worked to the effective date of termination, and any prepaid amount exceeding the value of hours worked is refunded to Customer.
Termination of these ADS T&Cs will not terminate your subscription to the Platform, which continues pursuant to the 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 ADS T&Cs will terminate concurrently.
Customer expressly and irrevocably waives its rights under articles 2125 and 2129 of the Civil Code of Québec with respect to the ADS engagements; its termination rights are solely those set out in these ADS T&Cs.
(a) Definition
"Deliverables" means the work products (including queries, transformations, datasets, dashboards, reports, documentation and similar materials) developed specifically for Customer by the ADS Team under an engagement governed by these ADS T&Cs. This definition also applies for the purposes of the definition of "Deliverables" in the Terms of Service with respect to work performed under the Advanced Data Services.
(b) Ownership of Deliverables
Deliverables become the property of Customer upon payment in full of the ADS Fees relating to them. Until payment in full, Customer holds a license to use the Deliverables for its internal purposes, which license is revocable in the event of an unremedied payment default.
(c) Background
BEEM retains ownership of its tools, templates, libraries, methods and know-how that are pre-existing or of general application (the "Background"). BEEM grants Customer a perpetual, non-exclusive, royalty-free license to use the Background as incorporated into the Deliverables, for Customer's internal purposes.
(d) Residual Knowledge
BEEM may reuse the general knowledge, ideas and know-how retained in the unaided memory of its personnel, without using Customer's Confidential Information.
(a) Modifications to these ADS T&Cs
We may need to modify these ADS T&Cs from time to time, based on our legitimate business needs. If we need to amend these ADS T&Cs in a material manner, we will advise you through the Notification Email Address at least 30 days before the amendment takes effect. If you continue to use the Advanced Data Services after the effective date, we will consider that you accept the amendments. You may object to any modification 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 ADS T&Cs, pursuant to Section 4(b).
(b) Order of Precedence
In the case of any conflict between these ADS T&Cs, the Terms of Service and a Quotation, the Quotation shall take precedence over either set of terms, and these ADS T&Cs shall take precedence over the Terms of Service 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, Data Management, Indemnity; Remedies, Disclaimers and BEEM Warranties, and Limitation of Liability.
(c) Non-Solicitation
During an ADS engagement and for 12 months after its end, neither party will solicit for hire the employees of the other party who were assigned to the engagement. This restriction does not prevent hiring resulting from spontaneous applications to publicly posted job offers that do not specifically target those employees.
(d) Subcontracting
BEEM may subcontract all or part of the Advanced Data Services to qualified subcontractors. BEEM remains fully responsible for the performance of its subcontractors, imposes on them obligations equivalent to those set out herein (including as to confidentiality and the protection of personal information), and provides Customer with the list of its subcontractors upon request.
(e) Entire Agreement
These ADS 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 supersede 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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