1. DEFINITIONS AND SCOPE
These Terms and Conditions ("Terms") govern all quotations, orders, and subscriptions provided by Baystream Corporation ("Baystream," "Company," "we," or "us") for M-Files software products and services to customers ("Customer," "you," or "your"). By accepting a quotation or entering into a subscription agreement with Baystream, Customer agrees to be bound by these Terms.
2. QUOTATION VALIDITY AND PRICING
2.1 Quote Validity
All quotations are valid for thirty (30) days from the date of issuance unless otherwise specified. Pricing is subject to change without notice after the quotation expires.
2.2 Pricing Structure
- All prices are quoted in the applicable local currency and exclude applicable taxes, duties, and fees
- Pricing is based on M-Files current price lists effective at the time of order
- Volume discounts may apply based on license quantities as specified in the quotation
- Deal registration discounts, where applicable, are one-time discounts valid for twelve (12) months
2.3 Price Guarantees
For subscription amendments adding licenses to existing subscriptions, Baystream offers price guarantees for products already subscribed to, subject to the terms outlined in Section 8 herein.
3. SUBSCRIPTION TERMS AND CONDITIONS
3.1 Initial Subscription Period
Unless otherwise specified, the Initial Subscription Period is three (3) years from the Effective Date. Alternative subscription periods of 12, 24, or 36 months may be offered subject to approval.
3.2 Automatic Renewal
Subscriptions automatically renew for successive twelve (12) month Renewal Subscription Periods unless terminated by either party with proper written notice:
- Customer must provide forty-five (45) days written notice prior to renewal
- Baystream must provide one hundred eighty (180) days written notice prior to renewal
3.3 License Additions and Amendments
- Additional licenses may be added during the subscription term
- Added licenses are co-termed to align with the existing subscription expiration date
- Prorated billing applies for licenses added mid-term
- New line items are priced at current reseller rates
4. PAYMENT TERMS
4.1 Payment Schedule
- Subscriptions are invoiced annually in advance
- Payment terms are net thirty (30) days from invoice date
- All payments must include remittance information referencing invoice numbers
4.2 Late Payment Penalties
- Interest of one and one-half percent (1.5%) per month applies to overdue amounts
- Access to software services may be suspended for payments thirty (30) days overdue
- Ten (10) days written notice will be provided before suspension
4.3 Taxes and Fees
Customer is responsible for all applicable taxes, assessments, duties, and charges. If Baystream is required to pay such amounts on Customer's behalf, Customer shall reimburse Baystream in full.
5. RENEWAL AND PRICE ADJUSTMENTS
5.1 Renewal Pricing
Baystream reserves the right to adjust subscription pricing upon renewal. Price increases for each Renewal Subscription Period shall not exceed five percent (5%) over current subscription pricing, provided Customer renews the entire subscription volume.
5.2 Consumer Price Index Exception
If the Consumer Price Index (CPI) for the applicable economic region exceeds 5% during the subscription period, Baystream may increase pricing by the full CPI increase. CPI calculations are based on data available at the time of price adjustment announcement.
5.3 Price Increase Notice
Baystream will provide at least sixty (60) days advance written notice of any price increases.
6. LICENSE MODIFICATIONS
6.1 License Reductions
- License quantities may not be reduced during the current subscription period
- License reductions are permitted only at renewal with forty-five (45) days written notice
- Reduced subscriptions will be repriced using current list prices and discount structures
6.2 License Upgrades and Migrations
- Upgrades to higher editions are permitted if resulting in net ARR increase
- Migrations from legacy pricing models to current M-Files Platform editions are available
- Special promotional pricing may apply to upgrades and migrations
6.3 License Trading
License trading (e.g., concurrent to named user conversions) may be permitted if resulting in ARR increase and subject to Baystream approval.
7. TERMINATION
7.1 Termination Rights
Either party may terminate this agreement:
- For convenience with proper notice as specified in Section 3.2
- For material breach with thirty (30) days written notice and opportunity to cure
- Immediately upon insolvency, bankruptcy, or liquidation of the other party
7.2 Effects of Termination
- Customer's right to use M-Files software terminates immediately
- Outstanding payment obligations survive termination
- No refunds for prepaid subscription periods except in cases of material breach by Baystream
8. PURCHASE ORDER REQUIREMENTS
Customer is responsible for providing accurate purchase order numbers when placing orders. Baystream will process invoicing without delay based on information provided at time of order submission.
9. WARRANTY DISCLAIMER
BAYSTREAM PROVIDES M-FILES SOFTWARE "AS IS" WITHOUT WARRANTIES OF ANY KIND. BAYSTREAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL BAYSTREAM BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. BAYSTREAM'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. END USER LICENSE AGREEMENT
Customer must ensure all end users accept and comply with the M-Files End User License Agreement (EULA). Installation or use of M-Files software without EULA acceptance is prohibited.
12. GOVERNING LAW AND DISPUTES
These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any disputes shall be resolved through binding arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada, with proceedings conducted in Montreal, Quebec.
13. GENERAL PROVISIONS
13.1 Entire Agreement
These Terms, together with the applicable quotation and subscription agreement, constitute the entire agreement between the parties.
13.2 Modifications
Modifications to these Terms must be in writing and signed by both parties.
13.3 Severability
If any provision is deemed unenforceable, the remainder of these Terms shall remain in full force and effect.
13.4 Force Majeure
Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control.
By accepting a quotation from Baystream Corporation, Customer acknowledges having read, understood, and agreed to be bound by these Terms and Conditions.
BAYSTREAM CORPORATION
1200 McGill College, Suite 1100
Montreal, Quebec H3B 4G7
Canada
Phone: +1 514-543-4998
Email: support@baymain.com
This document is proprietary and confidential. Any reproduction or distribution without express written consent is prohibited.