Legal
Please note: This English version is a provisional courtesy translation provided for convenience only. Only the German version is legally binding; in the event of any discrepancy or dispute, the German version shall prevail. View the German version.
The terms for using BarBrain.
(1) These General Terms and Conditions (hereinafter “GTC” (AGB)) govern the contractual relationship between BarBrain GmbH, Lindwurmstraße 25, 80337 München, registered in the commercial register of the Amtsgericht München (Munich Local Court) (hereinafter “Provider”), and the customer (hereinafter “Customer”) with regard to the use of the software “BarBrain” (hereinafter “Software”).
(2) The Software enables the Customer to digitise its stock and to carry out digital stocktakes in hospitality and hotel businesses. The Software is provided as Software-as-a-Service (“SaaS”) via the internet.
(3) Use of the Software is directed exclusively at entrepreneurs (Unternehmer) within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. Consumers within the meaning of § 13 BGB are excluded from use. By registering, the Customer confirms that it is not acting as a consumer.
(4) These GTC apply exclusively. The Provider does not recognise conflicting or deviating terms of the Customer unless it has expressly agreed to their validity in writing. § 312i(1) sentence 1 nos. 1–3 BGB (§ 312i Abs. 1 S. 1 Nr. 1–3 BGB) does not apply.
(5) Individual agreements between the Provider and the Customer (including separate SaaS contracts for Enterprise customers) take precedence over these GTC in the individual case. A written contract or the Provider’s written confirmation is decisive for the content of such agreements.
(1) Use of the Software requires prior registration. When registering, the Customer must provide the data requested in the input form truthfully and completely. Data is collected in accordance with the principle of data economy. Further details can be found in the Provider’s privacy policy.
(2) Registration is open exclusively to legal entities and to natural persons with full legal capacity who are acting in the exercise of their commercial or independent professional activity. It is possible to register several venues under one legal entity. There is no entitlement to registration.
(3) The conclusion of the contract and further details on the commencement of the contract are governed by § 3.
(4) After registration, the Customer receives a personal account with an email address and password (access data). The access data must be kept secret and must not be passed on to third parties outside the Customer’s company. The Customer is liable for all activities carried out via its account unless the Customer proves that it is not responsible for the unauthorised use.
(5) In the case of obviously fictitious information or a breach of § 1(3), the Provider reserves the right to refuse registration or to block or delete the account.
(1) Upon completion of registration, a contract for the use of the selected services is concluded between the Customer and the Provider. In doing so, the Customer selects a plan in accordance with § 4 and provides a payment method in accordance with § 6.
(2) Use of the services is generally subject to a charge. If the Customer is granted a free-of-charge period in an individual case (e.g. a trial phase or a discounted period), its duration is governed by the individual agreement made at the conclusion of the contract.
(3) A free-of-charge period begins when access is activated, unless otherwise agreed. During this period, the service features of the selected plan apply; the Provider may restrict the scope of functions.
(4) If a free-of-charge period is granted and the contract is not terminated in due time in accordance with § 8, the contractual relationship automatically converts into a paid subscription thereafter. From that point on, the fee in accordance with § 5 becomes due and is collected via the stored payment method.
(5) The Provider will inform the Customer in good time before the end of a free-of-charge period about the upcoming transition to a paid subscription.
(6) If the Customer terminates during a free-of-charge period in accordance with § 8, the contract ends upon expiry of that period without any costs being incurred.
(1) The Provider makes the Software available to the Customer as a SaaS solution via the internet. Access is web-based and/or via mobile applications. The Software enables in particular the digitisation of stock, the carrying out of digital stocktakes and the management of products and stock.
(2) The Customer can choose between the following plans:
| Leistungsmerkmal | Basic | Growth | Enterprise |
|---|---|---|---|
| Anzahl Produkte | bis 90 | bis 200 | Unbegrenzt |
| Anzahl Teammitglieder | 1 Nutzer | Bis zu 5 Nutzer | Unbegrenzt |
| API-Zugang | Nicht vorhanden | Nicht vorhanden | Unbegrenzt |
(3) The specific scope of services of the respective plan is set out in the above overview and, additionally, in the current description of services on the Provider’s website (https://www.barbrain.com/). In the event of contradictions between the description of services on the website and these GTC, these GTC take precedence.
(4) An upgrade to a higher-value plan is possible at any time. The price difference is charged pro rata temporis. A downgrade is possible at the end of the respective billing period.
(5) A product within the meaning of these GTC is each individual item (e.g. a bottle, an ingredient), irrespective of how many areas (e.g. storeroom, shelf, cocktail station) the item is kept in.
(6) Insofar as the Provider makes an application programming interface (API) available, the following provisions additionally apply to its use: the Customer may use the API exclusively within the scope of the contractually agreed purposes and the specifications documented by the Provider. The Provider may limit the use of the API quantitatively (e.g. requests per unit of time) and may change or discontinue the interface. The Provider will announce material changes to the API that may affect the Customer’s existing integrations with a lead time of at least three (3) months. The Customer is obliged to treat the API access data confidentially and not to pass on access to third parties.
(1) The fee depends on the plan selected by the Customer and the selected billing period (monthly or annual). All prices are exclusive of the applicable statutory VAT.
| Paket | Monatlich in EUR | Jährlich in EUR | Monatlich in CHF | Jährlich in CHF |
|---|---|---|---|---|
| Basic | 69,00 € | 52,00 € | 69,00 CHF | 52,00 CHF |
| Growth | 89,00 € | 76,00 € | 89,00 CHF | 76,00 CHF |
| Enterprise | 119,00 € | 99,00 € | 119,00 CHF | 99,00 CHF |
Monthly net prices per venue. For annual payment, the price shown is the monthly price when entering into a 12-month contractual commitment.
Table: Monthly net prices per venue. For annual payment, the price shown is the monthly price when entering into a 12-month contractual commitment.
(2) For monthly payment, the fee is due monthly in advance. For annual payment, the fee for 12 months is due in advance. Invoices are made available to the Customer electronically in the web-based interface.
(3) The fee is calculated per venue/branch registered as a user in the Customer’s system. If the number of registered venues increases during a current billing period, the fee is adjusted pro rata temporis.
(4) If the Customer is in default of payment, the Provider is entitled to block access to the Software in whole or in part until the arrears have been settled in full. The right to assert further claims remains unaffected.
(5) Default interest is charged at 9 percentage points above the respective base interest rate pursuant to § 288(2) BGB (§ 288 Abs. 2 BGB).
(1) Unless otherwise agreed individually, payments are processed via the payment service provider Stripe Payments Europe, Ltd., Dublin, Ireland (hereinafter “Stripe”). The terms of use of Stripe (https://stripe.com/de/legal) apply additionally. The Provider remains the point of contact in all cases for all questions regarding billing and the contract.
(2) As part of payment processing via Stripe, the following payment methods are available to the Customer:
(3) Within the framework of individual agreements (in particular for Enterprise customers or separate SaaS contracts), the fee may also be paid on invoice. In this case, the invoice is due for payment without deduction within 14 days of the invoice date, unless otherwise agreed. The Provider makes invoices available electronically by email.
(1) The Provider is entitled to adjust the prices in accordance with § 5 with a notice period of at least six (6) weeks to the end of a billing period, provided that this is objectively justified by one of the following reasons:
The announcement is made in text form (email or notification in the dashboard).
(2) The Customer has the right to object to the price adjustment in text form within four (4) weeks of receipt of the announcement. If the Customer objects in due time, the contract ends at the time the price adjustment takes effect. If the Customer does not object in due time, the new prices are deemed agreed from the announced date.
(3) In the announcement, the Provider will expressly inform the Customer of its right to object, the deadline and the legal consequences of failing to object.
(1) The contract runs for an indefinite period, irrespective of the selected payment method.
(2) For monthly payment, the contract is automatically extended by a further month in each case unless it is terminated no later than the last day before the start of the next renewal period.
(3) For annual payment, the Customer commits to a minimum contract term of twelve (12) months from the start of the contract or from the start of the paid period. The minimum contract term is automatically extended by a further twelve (12) months in each case unless the contract is terminated by the last day before the start of the next renewal period. Ordinary termination during a current 12-month period is excluded.
(4) Upon termination of a contract with annual payment, there is no pro rata refund of fees already paid for the remaining period.
(5) The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Provider in particular if:
(6) Notices of termination may be given in text form (e.g. email) or via the termination function provided by the Provider in the customer profile. The mere deletion of the account without prior termination does not constitute termination.
(7) After the paid contract ends, the Customer’s account is converted into a free account with a restricted scope of functions. The data entered by the Customer remains in the free account for as long as the account exists.
(8) If the Customer deletes its account, all data associated with the account is, as a rule, irrevocably deleted within 30 days of deletion. At the Customer’s request, this period may be reasonably extended to enable the Customer to export its data. For this purpose, the Provider provides an export function in common machine-readable formats (in particular CSV). The Provider’s statutory retention obligations remain unaffected.
(1) The Provider is entitled to further develop the Software at any time, in particular to add, change or remove functions, insofar as this is reasonable for the Customer, taking into account the interests of the Provider, and the contractually owed scope of services is essentially maintained.
(2) The Customer has no entitlement to the permanent maintenance of a particular scope of functions, to permanent technical progress or to adaptation to the latest technical standards, unless this has been expressly agreed.
(3) Technically necessary updates are installed by the Provider after prior notification of the Customer. The Customer hereby agrees that technically necessary updates may be installed automatically.
(1) The Provider ensures an availability of the Software of at least 99.0% on an annual average, measured against the total time of a calendar month less planned maintenance windows (“Availability SLA”). Planned maintenance work is scheduled during the night-time hours (03:00–08:00 CET/CEST) where possible and announced at least 48 hours in advance.
(2) The following do not count as unavailability: planned maintenance windows in accordance with paragraph 1, restrictions due to force majeure in accordance with § 20, disruptions caused by the Customer (e.g. failure of the internal network) and disruptions attributable to third-party providers (e.g. app store availability).
(3) Within the framework of individual agreements (in particular for Enterprise customers), a higher level of availability may be agreed, including separate response times, escalation processes and credits where the agreed availability is not achieved (service credits).
(4) The Provider provides free support by email and/or telephone. Support services are provided on working days (Monday to Friday, excluding public holidays in Bavaria) between 09:00 and 17:00 CET/CEST.
(1) The Customer is obliged to use the Software exclusively within the scope of the contractual provisions and in compliance with applicable law.
(2) The Customer must keep its access data safe and protect it against unauthorised access. The Customer will inform the Provider without delay if there are indications of misuse of its account.
(3) The Customer is responsible for compliance with these GTC by its users (in particular team members and employees in branches). Breaches of these GTC by users are attributed to the Customer.
(4) The Customer is obliged to back up the data stored in its account regularly and on its own responsibility. The Provider accepts no liability for data losses attributable to the Customer’s failure to back up data.
(5) If disruptions occur, the Customer must inform the Provider without delay by email and describe the disruption as precisely as possible.
(1) For the duration of the contractual relationship, the Provider grants the Customer a simple (non-exclusive), non-transferable, non-sublicensable right to use the Software via the internet (access via web browser and/or mobile application) within the scope of the contractual provisions. The right of use also includes – insofar as included in the selected plan – the use of the application programming interfaces (APIs) provided by the Provider. The right of use ends automatically upon termination of the contract.
(2) All rights to the Software, including all copyrights, trade mark rights, patents and other industrial property rights, remain with the Provider. Beyond the right of use referred to in paragraph 1, no further rights are granted to the Customer.
(3) The Customer may not copy, decompile, disassemble, reverse engineer, modify, edit, redistribute, rent out, lend or otherwise make the Software accessible to third parties, either in whole or in part. §§ 69d, 69e UrhG (German Copyright Act) remain unaffected.
(4) Insofar as the Customer submits ideas, suggestions or other feedback on the platform, it grants the Provider a free-of-charge, simple (non-exclusive) right of use to this content, unlimited in time and territory, which entitles the Provider to use it for the development, improvement and marketing of its products.
(1) The Provider is entitled to use the data generated through use of the Software in aggregated and anonymised form for statistical purposes, for product improvement and for market analyses (e.g. average purchase prices, industry comparisons, stock trends). It is not possible to draw conclusions about the individual Customer or its business operations.
(2) The Customer permits the Provider to use the Customer’s company name and logo for advertising purposes, in particular on the Provider’s website, in presentations and in marketing materials. The Customer may revoke this permission at any time in text form with effect for the future. The Provider will cease the use within 14 days of receipt of the revocation.
(3) Documents uploaded by the Customer (in particular delivery notes) are stored in the Customer’s account and are available to the Customer for viewing there until the Customer deletes them or its account is deleted. In addition, the Customer grants the Provider the simple (non-exclusive), non-transferable and free-of-charge right to use these documents and the data extracted from them for the development and improvement of document recognition, in particular for training and testing the methods used for this purpose. Access is restricted to those of the Provider’s employees who require it for this purpose. The documents or their contents are not published or passed on to third parties; this does not apply to the use of sub-processors in accordance with the data processing agreement (AVV, Annex 1). If the Customer deletes a document or its account, the document is also removed from the Provider’s training data; training processes already completed remain unaffected. The Customer may object to the use for improving document recognition at any time in text form or via the corresponding setting in the Software with effect for the future; storage in the account remains unaffected by this. Insofar as the documents contain personal data, the data processing agreement (AVV) additionally applies.
(1) The Provider processes personal data in accordance with the General Data Protection Regulation (GDPR (DSGVO)) and the German Federal Data Protection Act (BDSG). Further details are set out in the Provider’s privacy policy.
(2) Insofar as the Provider processes personal data on behalf of the Customer in the course of performing the contract, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR (Art. 28 DSGVO) (hereinafter “DPA” (AVV)). The DPA forms part of these GTC as Annex 1.
(3) The Customer remains the controller within the meaning of the GDPR (DSGVO) for the personal data entered into the Software by it or its users.
(1) The Provider is liable without limitation:
(2) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), the Provider’s liability is limited in amount to the foreseeable damage typical for the contract at the time the contract was concluded. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely.
(3) Without prejudice to paragraphs 1 and 2, the Provider’s total liability for all claims for damages by the Customer arising from or in connection with this contract – irrespective of the legal grounds – is limited to the amount of the net fees actually paid by the Customer in the last six (6) months before the event giving rise to the damage (maximum liability amount). This limitation does not apply to the cases referred to in paragraph 1.
(4) The Provider’s liability for indirect and consequential damage, in particular loss of profit, business interruption, loss of data (insofar as not covered by § 19) or lost savings, is excluded, except in the cases referred to in paragraph 1.
(5) Otherwise, the Provider’s liability for slight negligence is excluded.
(6) The limitations of liability in the preceding paragraphs also apply in favour of the Provider’s legal representatives and vicarious agents.
(7) The above provisions do not entail any change to the burden of proof to the detriment of the Customer.
(1) The Provider performs its services in accordance with the respective state of the art. It warrants that the Software essentially corresponds to the functions described in § 4. There is no entitlement to permanent freedom from errors or to adaptation to the latest technical standards.
(2) Wording in these GTC, in the description of services or in the Provider’s marketing materials does not constitute the assumption of a guarantee in the legal sense (§ 443 BGB), unless a guarantee is expressly declared as such in text form.
(3) Claims by the Customer for defects require that the Customer notifies the defect in text form without delay after discovery, with a precise description of the symptoms. The Provider must be given sufficient opportunity for subsequent rectification (as a rule, two attempts) before further rights are asserted.
(4) Claims pursuant to § 536a BGB, in particular the no-fault guarantee liability and the right of self-remedy, are excluded to the extent permitted by law.
(5) The Provider gives no warranty that the Software is free of viruses. The Customer is obliged to use appropriate security devices and virus scanners on its part.
(1) The parties undertake to keep permanently secret all confidential information about the respective other party that becomes known in connection with the contract, not to pass it on to third parties and to use it only for the performance of this contract. Uses in accordance with § 13 remain unaffected.
(2) Information that was already known to the receiving party beforehand, that is or becomes generally known (through no fault of the receiving party) or that was disclosed to the receiving party by an authorised third party without an obligation of confidentiality does not constitute confidential information within the meaning of paragraph 1.
(3) The obligation of confidentiality continues beyond the end of the contract.
(1) The Provider is entitled to use subcontractors to perform its contractual services, in particular hosting and infrastructure service providers (e.g. cloud hosting providers), payment service providers and other technical service providers. The Provider remains responsible to the Customer for the proper performance of the services.
(2) The Software is hosted on servers within the European Union or the European Economic Area. Insofar as personal data is transferred to third countries in the course of performing the services, the Provider ensures that an adequate level of data protection is guaranteed in accordance with the requirements of the GDPR (DSGVO) (e.g. by means of standard contractual clauses or an adequacy decision).
(3) Insofar as subcontractors act as processors within the meaning of Art. 28 GDPR (Art. 28 DSGVO), they are listed as sub-processors in the DPA (AVV, Annex 1).
(1) The Provider takes appropriate technical and organisational measures (TOMs) to protect the Customer’s data against unauthorised access, loss, destruction or alteration. The TOMs are based on the respective state of the art and are reviewed regularly and adapted where necessary.
(2) The measures include in particular:
(3) The specific TOMs are described in more detail in the DPA (AVV, Annex 1).
(1) Neither party is liable for non-performance or delayed performance of its contractual obligations insofar as the non-performance or delay is attributable to circumstances of force majeure. Force majeure includes in particular natural disasters, epidemics/pandemics, war, terrorism, strikes, lockouts, official orders, failure of telecommunications networks or energy supply, and cyberattacks that could not be averted despite appropriate protective measures.
(2) The affected party will inform the other party without delay of the occurrence and expected duration of the event and will make reasonable efforts to minimise its effects.
(3) If the force majeure event lasts longer than three (3) months, each party is entitled to terminate the contract in text form with two (2) weeks’ notice.
(1) The Provider is entitled to amend these GTC with effect for the future insofar as this is necessary for objectively justified reasons (e.g. changes in the legal situation, supreme court case law, technical developments, closing of regulatory gaps) and the Customer is not unreasonably disadvantaged by the amendment.
(2) The Provider will inform the Customer of the amendments in text form at least six (6) weeks before they take effect and will set out the amendments in detail.
(3) The Customer may object to the amendments in text form within four (4) weeks of receipt of the notification. If the Customer objects in due time, the Provider has the right to terminate the contract with ordinary notice as of the time the amendments take effect. If the Customer does not object in due time, the amended GTC are deemed approved.
(4) In the notification, the Provider will separately inform the Customer of its right to object, the deadline and the legal consequences of failing to object.
(1) The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules.
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich (München).
(3) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the valid provision deemed agreed that comes closest to the economic purpose of the invalid provision.
(4) Supplements and amendments to this contract require text form. This also applies to any waiver of this form requirement.
(5) Rights and obligations under the contract may only be transferred by the Customer to third parties with the Provider’s prior written consent. The Provider is entitled to transfer rights and obligations under the contract to affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act).