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Terms & Conditions

Terms & Conditions BAROS Solutions GmbH ("BAROS") for Software use in the cloud

Last updated: October 2023

§ 1 Scope

(1) These General Terms and Conditions (hereinafter referred to as "T&Cs") in the version applicable at the time of the conclusion of the contract govern the provision of the software product selected at the time of the order (hereinafter referred to as "Software") via the Internet for a limited period of time exclusively to companies (hereinafter referred to as "Customers"; BAROS and the Customer together the "Contractual Partners"). These T&Cs, including their annexes, together with the Customer's individual details and order data, form the contract.When concluding the contract, the customer can choose between different editions of the software and optional additional packages.

(2) The customer can choose between different editions of the software and optional additional packages when concluding the contract.

(3) Only the contract applies. There are no verbal ancillary agreements between the parties. Deviating or conflicting terms and conditions of the customer shall not apply; this also applies if BAROS does not expressly contradict the customer's terms and conditions. If individual contractual agreements are expressly concluded between the customer and BAROS, these shall apply in addition to these T&CS and take precedence over them in case of doubt.

(4) BAROS is entitled to amend these T&Cs. New versions of the T&Cs will be communicated to the customer in writing or by e-mail, highlighting the changes. They will take effect if the customer does not object to the new version in writing within six weeks of receipt of the notification of changes. The consequences of his failure to act will be expressly pointed out to the customer when the changes are notified. If the customer objects to the new version of the T&CS, the contractual relationship continues under the original terms and conditions but can be terminated extraordinarily by BAROS with a notice period of three months.

§ 2 Conclusion of contract for electronic orders via the Internet

(1) The presentation of the software on the website does not constitute a legally binding offer by
BAROS, but merely a non-binding invitation to the customer to submit an offer on his part. By completing the customer's order by clicking on the order button, the customer submits a binding offer to conclude a contract. Before completing the order, the customer can check his order and contract data again on a separate page and make corrections if necessary (e.g. select a different software edition).
(2) BAROS will confirm receipt of the Customer's electronic order by sending an automatic confirmation of receipt by e-mail. This acknowledgment of receipt does not constitute a binding acceptance of the customer's offer. It is only used to inform the customer about the receipt of his order. The contract is only concluded when the customer account is activated. BAROS is free not to accept orders from the customer; the decision on this is at the discretion of BAROS.
(3) After an electronic order has been placed by the customer via the BAROS website, the customer's individual order and contract data will be stored by BAROS. BAROS is entitled to contact the customerin order to verify his/her identity and, if necessary, to verify his/her identity. To clarify any questions about the order. After activating his customer account, the customer can view and supplement his order and contract data with the role "Company Admin" via the user interface of the software. In addition, after checking his order, each customer will receive a summary of the order and contract data (including the terms and conditions included in the contract) again by e-mail. The current version of the T&CS can also be accessed and printed at any time via the BAROS website. Contracts for the website are concluded in German or English. 

§ 3 Main services; Features of the software

(1) For the duration of the contract, BAROS shall make the software available to the customer in the currently released version within the scope of the agreed availability (see SLA in Appendix B) for use via the Internet. The software will not be made available on a permanent basis (purchase). Together with the software, the customer has access to a manual in German and English.
(2) If, during the term of the contract, BAROS develops additional modules, language versions or new functionalities of the software, BAROS may, at its own discretion, include them in the standard of the software and make them available to the customer (e.g. as part of a regular update) without additional remuneration or offer them separately to the customer in return for a corresponding increase in the usage fee within the framework of new editions or additional packages that can be booked. The customer is not entitled to the free provision of such newly developed modules, language versions or functionalities.
(3) During the term of the contract, BAROS provides the customer with storage space in an external data center for the storage of his transaction data processed with the software (hosting). The data will be stored for the period applicable to the software edition selected by the customer, on external servers operated by a third party on behalf of BAROS. The costs for storing the transaction data are covered by the uniform usage fee. The customer is not entitled to make the storage space available to a third party for use in whole or in part, for a fee or free of charge.
(4) As part of the continuous improvement and further development of the software, new functions and services may be added, changed or omitted during the term of the contract, provided that this does not lead to a significant restriction of the contractually agreed services, that the achievement of the purpose of the contract is not jeopardized and that the adaptation is reasonable for the customer.

§ 4 Granting of rights of use

(1) The copyrights and other intellectual property rights to the software, including the user documentation, belong exclusively to BAROS in relation to the customer. The customer only receives the simple rights of use to the software described in more detail below.

(2) The Customer is granted the non-exclusive, non-transferable and non-sublicensable right to use the Software for its own business purposes for a limited period of time for the term of the Agreement. All further rights, in particular the right to reproduce, disseminate including (re)rent, edit and make available to the public, remain with BAROS. The software may only be used by the customer for the purpose specified in the contract. Any use of the software beyond its intended use is prohibited.

(3) Customer shall not be entitled to use the Software for the business purposes of third parties or to allow third parties to use it for itself or to make it available to third parties. Excluded from this are third parties who are entrusted with activities in the context of the execution of the Client's transactions on behalf of the Client in writing.

(4) All data loaded from Vendor Central belongs to the customer. The latter only grants BAROS the rights to the data transmitted by it that are necessary for the fulfilment of the contract, in particular for storage and processing. Furthermore, BAROS receives the right from the customer to evaluate this data for analysis purposes and to merge, reproduce and process it for this purpose, but only within a proper use and exclusively for the customer. BAROS does not access any personal data that has not been expressly or implicitly released by the customer. BAROS will therefore not carry out any anonymisation or similar. Any other use of the data by BAROS, in particular disclosure to third parties, is not permitted, provided that the customer expressly or implicitly consents to this, for example in the context of an order. 

§ 5 Services

During the term of this Agreement, BAROS shall provide the services described in more detail in this § 5 and – unless otherwise specified below – covered by the User Fee:

(1) BAROS will make the Software available to the Customer for use and maintain it during the term of the contract within the scope of the agreed availability (see SLA in Appendix B). During the term of the contract, BAROS will provide the customer with generally approved updates of the software centrally.

(2) The customer will receive assistance in using the software according to the level of support booked. If the customer has not booked support, the support is limited to the elimination of malfunctions in accordance with the SLA.

(3) The customer will describe any malfunctions and errors of the software in such detail that they can be reproduced and traced by BAROS. Duly reported BAROS will remedy defects within the scope of its repair obligation in accordance with § 8 and the provisions of the SLA in Appendix B.

(4) At the customer's request, BAROS optionally provides consulting and support services for the introduction and application of the software, such as support in configuration, training of
Customer's employees or commissioning support. This also includes the individual provision of all stored transaction data in a form specified by the customer. These services are provided at the request of the customer and are invoiced separately by BAROS according to expenditure in accordance with the applicable annual price list or the BAROS training conditions.

§ 6 Responsibility and cooperation of the customer

(1) The customer provides all cooperation services required for the use of the software, in particular the services listed and described in detail in this § 6 and in the appendices.

(2) The customer is responsible for ensuring that the minimum technical requirements required for the use and use of the software in accordance with the contract and described by BAROS in Appendix A are met with regard to the hardware and software used by BAROS as well as its Internet connection. The customer is responsible for obtaining a suitable internet browser with which the software can be accessed. The Customer shall not use any software or other technical equipment that may jeopardize the functioning of the Software. In particular, Customer is not permitted to access the Software by any technical means other than those listed in Appendix A.

(3) The customer will not tamper with the software and will not store any data on the BAROS servers that damages or endangers the software, the servers, the other IT infrastructure or data of other customers. He will not store any content on the storage space whose transmission, storage or use violates applicable law or agreements with third parties.

§ 7 Warranty

(1) BAROS warrants that the software complies with the product description and is free of third-party intellectual property rights that prevent or restrict the use of the software in accordance with the contract. Claims can only be asserted by the customer due to defects that are reproducible or can be described by the customer in a comprehensible way. In particular, functional impairments of the software resulting from the customer's hardware or software environment, faulty data, improper use or other circumstances arising from the customer's area of responsibility do not constitute a defect. BAROS assumes no liability for connections of the software to the customer's systems that are not created by BAROS.

(2) Any defects in the Software that have been duly reported will be remedied by BAROS during the term of this within the scope of the maintenance and repair obligations covered by the User Fee within a reasonable period of time and in accordance with the SLA in Appendix B.

(3) Damages and reimbursement of futile expenses shall only be paid by BAROS within the limits of § 8.

§ 8 Liability

(1) If BAROS provides services to the customer without incurring any remuneration, e.g.
the provision of the software during a free test phase, BAROS is only liable for intentional and grossly negligent breaches of duty.

(2) BAROS shall only be liable for defects in the software that were already present at the time of conclusion of the contract if BAROS is responsible for such defects.

(3) In all other respects, BAROS shall only pay damages and reimbursement of futile expenses, regardless of the legal basis (e.g. contractual breach of duty, tort), to the following extent:
•  in the event of malice, intent and gross negligence in full;
•  in cases of simple negligence, only in the event of a breach of an essential contractual obligation (if none of the cases of unlimited liability mentioned in this § 8 applies), the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (so-called cardinal obligation) and only in the amount of the damage typically foreseeable at the time of conclusion of the contract, but no more than ten times the amount of the damage incurred in the last twelve months prior to the conclusion of the contract. Loss of the net amount paid for the User Fee.

(4) Except in the case of intent or gross negligence and unless it is a cardinal obligation on the part of BAROS, BAROS shall only be liable in the event of loss of data for the damage that would have occurred even if the customer had backed up the data properly and in accordance with the risk, limited to the net amount paid for the user fee in the last twelve months prior to the occurrence of the damage.

(5) In the event of damages resulting from injury to life, limb or health, the amount of liability is unlimited, even in the event of a simple negligent breach of duty on the part of BAROS or a legal representative or vicarious agent. The liability is also unlimited in terms of amount for damages that can be traced back to serious organizational negligence on the part of BAROS, as well as for damages caused by the lack of a guaranteed quality, a guaranteed performance success or the assumption of a procurement risk.

§ 9 Confidentiality; Credentials; Privacy; Data integrity

(1) The Contracting Parties mutually undertake to treat confidential informations and documents of the other Contracting Party, which are either obviously to be regarded as confidential or are described as confidential by the other Contracting Party, as business and trade secrets. In particular, the customer shall treat all programs, documentation and other documents provided by BAROS as trade and business secrets of BAROS and shall not pass them on to unauthorized third parties.

(2) The Software may only be used by employees of the Customer as well as third parties commissioned by the Customer in writing to assist the Customer in the execution of its work order. Such third parties shall be bound to maintain confidentiality in writing prior to access to the Software by the Customer. The Customer may not directly or indirectly enable other third parties to use the Software and access the Cloud Interface.

(3) The customer is prohibited from passing on his personal access data to the customer account or to the cloud interface of the software to unauthorized third parties. All access data must be kept protected so that third parties cannot access them. The Client shall notify BAROS immediately if there is a suspicion that unauthorised third parties may have become aware of them. If there is a suspicion of unauthorized access to the access data by third parties, BAROS is entitled to temporarily block the customer's access to his customer account or to the cloud interface of the software.

(4) BAROS uses an external data center or data center operator to fulfill its contractual obligations. The customer is not entitled to the involvement and use of a specific data center operator. However, BAROS will always ensure that the data centers used are located within the EU and that – according to the information provided by the respective data center operator – there is no transfer of the customer's data to countries outside the EU. The browser connection to the data center is SSL encrypted. The affected security measures in the external data center include, in particular, physical security, logical security, operational security and data protection.

§ 10 Term and Termination

(1) If a term has not been agreed separately, the contract has an initial term of 12 months from the conclusion of the contract. It shall thereafter be extended for a further calendar year if it is not terminated by one of the contracting parties with three (3) months' notice before the expiry of the respective term.
(2) An upgrade to a higher edition and/or an additional booking of additional packages is possible at any time with a changeover time of usually one to three working days. The original term of the contract remains unaffected. A downgrade to a lower edition is possible at the end of the respective contract period and must be notified by the customer at least one working week before the end of the respective contract period. When the changeover takes effect, the amount of remuneration for subsequent transactions will be adjusted accordingly.
(3) The right of both parties to extraordinary termination for good cause remains unaffected. An important reason for BAROS exists in particular if the customer is in default of payment with a significant part of the remuneration or violates material obligations under the contract in any other way. At its discretion, BAROS may, in the event of an important reason, temporarily block the Customer's access to the cloud interface of the Software and request the Customer to remedy the breach of duty or to perform the contract within a reasonable period of time. Further rights of BAROS remain unaffected by this.
(4) BAROS is not obliged to store, archive and/or make available for access by the customer beyond the date of termination of this contract. The data will be deleted.

§ 11 Remuneration and Terms of Payment

(1) The contractual services are remunerated in the amount agreed in each case.

(2) The usage fee is billed by BAROS on a monthly basis for the current month or annually. The customer will receive the invoice as a pdf document by e-mail to the e-mail address stored in his customer account.

(3) Services that the customer has to pay separately according to expenditure will be billed after the service has been rendered.

(4) All remuneration components are subject to the applicable statutory value added tax. Payments are to be made by the customer within 14 calendar days from the invoice date without deduction. Objections to the invoice can only be raised by the customer in writing within 14 calendar days from the date of the invoice with justification.

(5) If the Client is in default with the payment of the remuneration, BAROS shall be entitled, after prior warning and the setting of an appropriate grace period (under threat of otherwise blocking), to block the Client's access to the cloud interface of the software and the Client's access to his transaction data until all outstanding and due invoices have been fully settled. Further rights of BAROS due to default of payment (in particular to extraordinary termination of the contract) remain unaffected.

§ 12 Final Provisions

(1) If the customer agrees to be named as a reference customer, BAROS is entitled to publish the customer's logos, trademarks and names in reference lists and specialist articles (in print and online format), if necessary in conjunction with content-coordinated statements (e.g. press releases). This consent can be revoked at any time in writing or by sending an e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it.

(2) Changes and additions to the contract must be made in writing in order to be effective. The waiver of this written form requirement must also be in writing. In order to comply with the written form under this contract, transmission by fax (but not by e-mail, unless otherwise specified in this contract) is sufficient.

(3) Should any provision of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by mutual agreement of the contracting parties by a provision that is as economically equivalent as possible. The same applies to gaps in the contract.

(4) The Client may transfer the rights and obligations under this Agreement to a third party only with the prior written consent of BAROS.

(5) Of course, BAROS adheres to the requirements of the German Minimum Wage Act (MiLoG) and undertakes to pass on these obligations to its customers to its subcontractors and, if necessary, to have their compliance demonstrated.

(6) This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Munich.

Appendix A - Technical Requirements

The following technical requirements for the use of the software must be complied with or created by the customer and maintained during the term of the contract: 

1. Supported Browsers

To access the software's interface, we recommend using the following browsers:
• Mozilla Firefox,
• Google Chrome,

in the latest version. Browser versions that are no longer supported by the browser manufacturer are generally not supported.
In the configuration, the execution of JavaScript and the display of pop-up windows must be allowed.

2. Monitor Resolution

The user interface of the software requires a minimum resolution of the monitor of 1920 x 1080 pixels (HD format).
With lower resolutions, complete operability cannot be guaranteed, e.g. due to non-display of control elements. 

3. Internet connection

A sufficient speed of work is influenced by many factors. In addition to the infrastructure used (landline/mobile) to access the Internet, the amount of data transferred in each case and the complexity of the software, e.g. the simultaneous system access of different users, are also influencing parameters. It is therefore difficult to define a general minimum requirement for the bandwidth of an Internet connection.

4. Password Policy

For security reasons, each user of the software must choose a password that meets the usual security criteria. Corresponding sets of rules are specified by the software when the password is set. The conscious handling of personal and security-relevant BAROSations is the responsibility of each individual user.
Multiple unsuccessful attempts to guess the password will result in the user account being blocked.

Appendix B – Service Level Agreement (SLA)

This SLA regulates the availability and fault handling of the software.

A. Service Hours

Service hours are Monday to Friday between 8:30 a.m. and 4:30 p.m., excluding public or corporate holidays, and December 24 and 31 of each year.
In the Vendor Management module, service hours can be extended to a 24/7 service (24 hours a day, 7 days a week) by booking a corresponding additional package. Information on the booked edition and the booked additional packages can be found in the order confirmation and on the user interface of the software, whereby contract BAROSations can only be viewed for the user role "Company Admin".

B. Availability

BAROS guarantees an availability of the software (including access to the transaction data stored by the customer) at the exit of the data center commissioned by BAROS of 99% on a calendar year average. Unavailability is to be assumed if the software is not available to the customer due to circumstances within the control of BAROS.
In particular, unavailability is not to be assumed if the software is not available due to

• Incorrect operation or use of the customer in breach of contract,
• planned and announced maintenance work,
• technical problems beyond the control of BAROS, or
• force majeure.

BAROS will carry out planned maintenance work outside of service hours as far as possible and thus schedule it in good time and announce to the customer by e-mail that this will affect the customer as little as possible. In total, the duration of scheduled maintenance work must not exceed 10 hours per month.
BAROS may temporarily restrict the Customer's access if the security of network operation, the maintenance of network integrity, the avoidance of serious disruptions to the network, the software and/or the stored customer data so require. In making such a decision, BAROS will take due account of the legitimate interests of the Client, inform the Client immediately of the measures taken and take all reasonable steps to lift the access restriction as soon as possible.

C. Troubleshooting

All communication during fault handling takes place between the customer administrator (user role "admin") or his deputy (as a single point of contact on the customer's side) and the BAROS support team, which can be reached via the service e-mail This email address is being protected from spambots. You need JavaScript enabled to view it.
In the Enterprise Edition, the customer administrator also has access to the telephone service hotline. The same terms and conditions regarding service hours and service levels apply to the service hotline as to the service e-mail.

Service Level
Each reported fault is assigned a service level by BAROS. This is defined by the severity and urgency of the respective impacts. An individual and non-automated response to a fault report takes place within the service time.

Fault class | Target resolution time after response | Description
1 8 hours (within service time) Total failure, unavailability
2 2 BAROS business days Failure of partial functions
3 1 business week limited operability
4 by announcement Slightly limited usability

If the fault is reported by the customer outside of service hours, the measurement of the
Response and resolution times with the start of the next business day's service time. If the fault is reported by the customer within the service hours, a remaining response or resolution time that has not yet expired at the end of the service time of that day continues to run from the beginning of the service time of the next working day.
Faults may only be reported to BAROS by the customer's authorized contact person (admin or his deputy); this person acts as a single point of contact for BAROS. The customer's contact person must be qualified and familiar with the software.
The parties will mutually assign duly reported faults to one of the described fault classes. In the event that the parties cannot agree on a fault class, the binding classification by BAROS will be made with due regard to the interests of the customer.
The targeted resolution times do not start until the proper and complete reporting of the
disruption (see below) by the customer and provision of all necessary and useful documents,
information and data to BAROS that are related to the malfunction and that BAROS has a
analysis and reproduction of the reported fault. Periods in which BAROS is prevented from providing support services for reasons beyond its own area of responsibility and/or in which BAROS is waiting for the provision of necessary cooperation services (see below) or the making of necessary decisions by the customer shall not be taken into account when calculating the desired resolution times.
Complete fault message
A fault report must be complete. The following is a list of the required information that must be submitted when available and relevant.
In the subject of the email:

• Proposed fault class
• Customer Name and Location
• Keywords related to the disorder.

In the body of the e-mail, a short, concise description of the malfunction is expected with the following details:

• A screenshot with the complete screen contents. Important points should be marked.
• Exact time of occurrence of the disorder or in the case of multiple or continuous occurrences
• First occurrence of the disorder or frequency of the disorder
• Fault sequence
• Step-by-step description
• Expected (normal) behavior
• Examples with associated identifications. e.g. UserID, order number, etc.

Obligation to cooperate

In order to minimize the effects of disruptions, the customer has the following obligations: 

• The customer creates and maintains contingency plans for different malfunction scenarios.
• The customer maintains master data and configurations. It ensures that they are always complete and correct, and that they do not contain any logical inconsistencies.
• The Customer shall ensure that all entries into the Applications are complete and correct, and do not contain any logical inconsistencies.
• The customer shall immediately report any malfunctions that occur to the service e-mail.
• The customer supports BAROS in troubleshooting and analysing faults within the scope of what is reasonable.