Privacy Policy

These General Terms and Conditions shall apply to all and any of the software “baucore.app” accessed and/or used by the Customer under this Agreement (“software”) as an online service and accessed by the Customer.

a) "Software" shall mean the computer programs in machine readable object code form listed in the applicable Order Form and any subsequent error corrections or updates supplied to customer by IBS pursuant to this Agreement.

b) "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the software which are furnished to customer by IBS in connection with the software.

a) IBS shall provide to customer access to the software and the documentation via a website as an online service.

b) To use the software (system requirements), it is necessary to use an HTML5, CSS3-capable browser with JavaScript enabled, e.g. the latest version of a standard browser used by the customer.

c) The program modules made available to the customer, the scope of functions and the volume of use of the software result from the user documentation made available for download. IBS provides the user documentation exclusively in electronic form.

d) The software is provided via the Internet, whereby the transfer point for the online services is the router exit of the data center used by IBS to the Internet. The provision and maintenance of suitable software and hardware equipment at the customer's premises up to the transfer point is the responsibility of the customer.

e) If IBS has made available to Customer trial access to the software, such access is limited to evaluating the software to determine whether to purchase a license from IBS.

f) Customers access to the software and limited permission to evaluate the software will each terminate following such Trial Period, unless the parties have executed a purchase agreement.

a) IBS shall use its all reasonable endeavours to ensure that the software will be available for 98 % of the contract term on an annual average.

b) The client-side connection to the Internet is the responsibility of the customer.

a) The software may only be accessed and used by the number of Customer employees (“seats”) which the Customer has paid for as specified in the applicable order form.

b) IBS reserves the right to monitor the Customer’s usage of the software and to review the fees and charges in the event of excessive use.

c) The Customer is solely responsible and liable for use of the software by its personnel/seats. The Customer must notify IBS immediately if it suspects that there has been any breach of this provision.

d) Shared access to the software is not permitted under this Agreement without IBS’s prior written consent.

e) The Customer shall not reproduce or redistribute the software in machine-readable form other than with the prior written consent of IBS. The Customer shall not otherwise than with the prior written consent of IBS use, store, download, sell, redistribute or deal with the software in any manner or for any other purpose than in accordance with this Agreement.

f) The Customer shall be liable, notwithstanding any other remedies IBS may have against the Customer including termination of this Agreement to indemnify IBS for any loss IBS suffers and/or to reimburse IBS for the gain the Customer obtains in contravention of this Clause.

g) The Customer acknowledges that the use of the Software may be subject to certain legal or other external regulations, conditions and restrictions (including but not limited to data protection, financial software, etc.) and warrants to IBS that it will comply with all such regulations, conditions or restrictions. The customer is responsible for compliance with the applicable data protection regulations when using the software.

a) IBS may change the service at any time, provided that the change is reasonable for the customer. A change is reasonable if it is necessary for good cause (e.g. due to disruption of service provision by subcontractors) and the service features from the service summary and the user documentation continue to be essentially fulfilled. IBS is obliged to inform the customer of the change in writing at least six weeks before it comes into effect.

b) Irrespective of changes according to paragraph 1 of this section, IBS is entitled to change or supplement the services at any time. IBS is obliged to notify the customer in writing of the change or addition at least six weeks before it comes into effect. The customer is entitled to object to the changes or additions in writing within 14 days after receipt of the announcement. If the customer does not object or does not object in due time or form, the amendments and additions shall become part of the contract, otherwise they shall not. IBS is obliged to inform the customer of the consequences of his behavior in the notification of change.

a) Standard software Support to the Customer will be available during IBS’s normal business hours 09.00 am to 4.00 pm CEST Monday to Friday in each week (except for german national holidays) per mail.

b) The customer must submit sufficient material and information to enable IBS's support staff to duplicate the problem. IBS's support staff will attempt to solve a problem immediately, or as soon thereafter as possible. When appropriate, IBS's support staff will give an estimate of how long it will take to resolve and where possible provide a temporary workaround solution until the problem has been resolved. IBS will keep the Customer advised on the progress of problem resolution.

a) Customer shall pay to IBS the Fees and Charges specified in the applicable order form as such charges may be varied from time to time by IBS giving to the Customer 14 days’ prior written notice. Such variation shall take effect upon expiry of the notice period unless the Customer elects to terminate this Agreement.

b) License Fees are payable in advance as or unless otherwise specified.

c) In the event of late/non-payment of any of the Fees and Charges, IBS reserves the right (without liability) to bar the Customer access to the software by whatever means it deems appropriate until such time as payment is received in full.

d) Notwithstanding the foregoing, IBS reserves the right to assess a late fee of 10 percent, or the maximum rate allowed under applicable State law, whichever is less, on any amounts not paid when due.

Customer further acknowledges that the software, copyright, patent, trade secret, the documentation and all other intellectual property rights in any form provided by IBS are the sole property of IBS and/or its suppliers. Customer shall not have any right, title, or interest, to any such software except as provided in this Agreement, and further shall secure and protect all software and Documentation consistent with maintenance of IBS's proprietary rights therein.

a) Subject to the terms of this Agreement, IBS grants to Customer a non-exclusive, non-transferable and non-sublicensable license to use the software and the user documentation, unless otherwise agreed.

b) Customer may not transfer the software and this license to another party regardless of whether the other party agrees to accept the terms and conditions of this Agreement. Customer shall not sublicense or assign the license or the software except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder renders this license void.

c) Customer agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the software or output generated by the software, and to reproduce and include same on each copy of the software. Customer agrees not to modify, reverse engineer, disassemble, or decompile the software, or any portion thereof.

a) The term “Confidential Information” shall mean information or material: (a) the software code as a whole and each part of it; (b) concerning either party’s internal business practices and/or actual or potential customers; (c) which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (d) identified in writing by the disclosing party as confidential.

b) Confidential Information does not include any information or material: (a) which is or subsequently becomes available to the general public other than through a breach by the receiving party; (b) which is already known to the receiving party before disclosure by the disclosing party; (c) which is independently developed by the receiving party without use of or reference to the Confidential Information of the other; or (d) which the receiving party rightfully receives from third parties without restriction as to use or disclosure.

c) Each party will maintain all Confidential Information of the other party in strict confidence and will not at any time or for any reason disclose any Confidential Information of the other to any third party without the disclosing party’s prior written consent. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other to any of its agents or employees who does not participate directly in the performance of its duties or exercise of its rights under this Agreement, and each party will advise its employees who are permitted access to any Confidential Information of the other party, of the restrictions upon disclosure and use set forth in this Agreement. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other if it believes in good faith that any applicable law, rule, or regulation requires the disclosure, provided that it makes a reasonable effort to give the disclosing party as much advanced notice as may be practicable.

d) Upon termination or expiration of this Agreement, each party shall return or destroy all Confidential Information obtained from the other party and copies thereof. Either party may use for any purpose without obligation to the other party Residuals resulting from work with Confidential Information. The term “Residuals” means information in non-tangible form, which may be recalled by persons who have had access to the Confidential Information.

e) Nothing in this Clause shall prohibit or restrict IBS’s right to provide the same or similar products or software furnished hereunder to other parties. customer acknowledges and agrees that the restrictions on Confidential Information contained in this Agreement shall not apply to the general knowledge, skills and experience gained by IBS or IBS employees while engaged by customer.

A) THE CUSTOMER IS EXPRESSLY ADVISED THAT THE SOFTWARE IS AN ASSISTANCE SYSTEM AND THAT UNDER NO CIRCUMSTANCES MAY THE CUSTOMER USE THE RESULTS OF THE SOFTWARE WITHOUT FURTHER TESTING AND EVALUATION. THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE USE OF THE RESULTS OF THE SOFTWARE.

B) EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE, ALL PRODUCTS AND SOFTWARE ARE FURNISHED BY IBS AND ACCEPTED BY CUSTOMER “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF OR AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE INFORMATION, INFRINGEMENT, ACCURACY, COMPATIBILITY, INTEGRATION, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY IBS.

C) IBS DOES NOT WARRANT THAT THE PRODUCTS AND SOFTWARE PROVIDED HEREUNDER WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE,

D) THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND SOFTWARE PROVIDED AND THE ACCURACY OR QUALITY OF THE INFORMATION TRANSMITTED OR RECEIVED VIA THE PRODUCTS AND SOFTWARE, IS WITH CUSTOMER.

a) Customer undertakes fully and effectively to indemnify and keep indemnified at all times IBS against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by IBS directly or indirectly in respect of any breach by the Customer of any of the provisions of this Agreement or any schedule attached or adopted as relative hereto.

b) Customer further undertakes that it will not seek to recover and shall not be entitled to recover from IBS or to be indemnified by IBS in respect of any direct, indirect or consequential loss or damage or against any claims, proceedings, costs, demands, liabilities and expenses whatsoever sustained, incurred or paid by the Customer to any party in respect of any of the matters specified in this Agreement and in any schedule attached or adopted as relative hereto other than as required by the applicable law.

a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE IBS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, FOR LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SOFTWARE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF THE IBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

b) THE MAXIMUM, AGGREGATE LIABILITY OF IBS UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE PRODUCTS OR SOFTWARE FURNISHED OR TO BE FURNISHED BY IBS UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE DIRECT DAMAGES ACTUALLY INCURRED BY THE CUSTOMER UP TO THE AMOUNT PAID BY THE CUSTOMER TO IBS UNDER THIS AGREEMENT FOR THE APPLICABLE PRODUCTS AND/OR SOTWARE AND IF NO AMOUNT HAS BEEN PAID OR IS TO BE PAID TO THE IBS, THEN THE LIMIT SHALL BE THE AMOUNT OF THE BUSINESS LIABILITY INSURANCE.

a) This Agreement shall commence on the Effective Date for a period of 1 year and shall automatically prolongate for one month intervals, unless one of the parties has notified the other party 1 month before the expiration of the original term, of its intention not to prolongate the Agreement.

b) A party may terminate this Agreement immediately by written notice if (i) the other party ceases or threatens to cease to carry on business as a going concern; or (ii) the other party becomes or is reasonably likely to become subject to voluntary or involuntary proceedings in bankruptcy or liquidation3; or (iii) a receiver or similar officer is appointed with respect to the whole or a substantial part of the other party’s assets; or (iv) an event similar to any of the foregoing occurs under any applicable law.

c) Either party may terminate this Agreement immediately by providing the other party with written notice if the other party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days after written notification is received by the other party of such breach.

d) Upon termination or expiration of this Agreement, all rights of the Customer to use the licensed software shall cease to exist.

e) All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and IBS's proprietary rights shall survive termination.

Neither party shall be liable for any delay of failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other causes beyond its control and without fault or negligence of the delayed or nonperforming party. The affected party will inform the other party in writing within ten days after the beginning of any such cause that would affect its performance. Notwithstanding, if a party`s performance is delayed for a period exceeding thirty (30) days from the date the other party receives notice under this paragraph, the non-affected party will have the right without any liability to the other party, to terminate this Agreement.

Neither party shall assign this Agreement in whole or in part without the prior written consent of the other party, which consent may be withheld for any reason. Notwithstanding the foregoing, neither party shall be required to obtain the other part`s consent to assign this Agreement in connection with a merger or sale of all or substantially all of such party`s assets, provided that such merger or sale does not involve an entity the other party reasonably deems to be a direct competitor.

Wherever under this Agreement one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered in hand, or when delivered by registered or certified mail, return receipt requested of the party receiving the notice.

a) This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorized officer as the case may be. Failure or neglect by IBS to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of IBS’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice IBS’s rights to take subsequent action.

b) In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

a) All disputes arising out of or in connection with this contract or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law.

b) The arbitral tribunal shall be comprised of a sole arbitrator.

c) The seat of the arbitration is Frankfurt/Main, Germany.

d) The language of the arbitration shall be german.

e) The rules of law applicable to the merits shall be german law.