Terms of Service

1. Who this agreement is between

These Terms of Service (the "Terms") are an agreement between [LEGAL ENTITY: e.g. BayWa r.e. Solar Systems LLC], of [REGISTERED ADDRESS] ("BayWa r.e.", "we", "us"), and the company that holds an account on BayWa One ("you", "your company" or the "Customer").

BayWa One is provided to businesses. It is not offered to consumers, and homeowners do not have accounts on it. A person who accepts these Terms in the product does so on behalf of their company and confirms that they have authority to bind it. Each person who uses the Service under your account is also asked to accept these Terms and the Acceptable Use Policy for their own use.

These Terms incorporate the Acceptable Use Policy and refer to the Privacy Policy and the Sub-processor List, each published at /legal on this site.

2. Definitions

• "Service" means the BayWa One software, its hosted application and its interfaces, as made available by BayWa r.e. from time to time.
• "User" means an individual your company has invited to, or who holds a seat in, your account.
• "Homeowner" means a property owner or prospective customer of yours whose project you manage in the Service.
• "Customer Data" means information that you or your Users enter into or upload to the Service, including Homeowner information.
• "Third-Party Service" means a service operated by someone other than BayWa r.e. that the Service connects to, including those named in the Sub-processor List and any financing provider.
• "Output" means anything the Service produces from Customer Data or from a Third-Party Service, including designs, production and savings estimates, extracted equipment lists, matched parts, proposals and freight quotes.
• "Terms of Sale" means BayWa r.e.'s terms and conditions of sale for equipment, currently [BAYWA TERMS OF SALE: link or document reference].

3. The Service

BayWa One is a workspace for residential solar installers. It helps you manage projects, prepare designs and proposals for Homeowners, work with financing providers, and order equipment from BayWa r.e. It connects to Third-Party Services to do so.

Fees: [FEES: whether the Service is provided at no charge to equipment customers, or charged].

We may change, add or remove features of the Service. If a change materially reduces the core functionality you rely on, we will tell you in advance where we reasonably can.

4. Accounts, Users and roles

BayWa r.e. sets up your company's account, normally against your existing customer relationship with us for equipment. Your account's owners and managers invite Users and assign each one a role. Roles decide what a User can see and do, for example whether they can place orders, accept statements on behalf of the company or manage other Users.

Sign-in is provided by a Third-Party Service (Clerk), which verifies each User's identity. Accounts, memberships and roles are held by BayWa r.e.

• You are responsible for who you invite, for the roles you give them, and for removing access promptly when someone leaves your company or no longer needs it.
• Each User must have their own sign-in. Sign-ins may not be shared.
• You are responsible for everything done under your account by your Users, and for keeping sign-in credentials secure.
• You must tell us promptly at [SECURITY CONTACT EMAIL] if you believe your account has been accessed without authorisation.

5. Your responsibilities

You are responsible for what you tell a Homeowner and for the work you do for them. In particular:

• Homeowner permission. You are responsible for having each Homeowner's permission, and for giving them any notice the law requires, before you enter their information into the Service and before you use a feature that sends it to a Third-Party Service. The Service tells you, beside each such feature, what is sent and to whom.
• Claims in your proposals. The system design, production estimate, savings and payback figures, utility rate assumptions, tax credit assumptions and the price you charge in a proposal are your claims, not BayWa r.e.'s. The Service calculates them from inputs and assumptions you set or accept. You must check them before you send a proposal and present estimates to the Homeowner as estimates.
• Your agreement with the Homeowner. Any agreement for the sale or installation of a system is between you and the Homeowner. BayWa r.e. is not a party to it and has no obligations under it.
• Permits and compliance. You are responsible for meeting the requirements of the authority having jurisdiction, building and electrical codes, utility interconnection rules, licensing, and the consumer protection, home solicitation, solar sales, marketing and electronic communications laws that apply to your business. Permit forms and fields in the Service are reference material and your own record, not a determination by any authority.
• Parts you accept. The Service may suggest a substitute part where BayWa r.e. does not carry the part in your design. You can change or remove any line. When you lock the bill of materials, the parts on it, including any substitute, are your choice.
• Accuracy. You are responsible for the accuracy and lawfulness of Customer Data, and for having the right to upload every document you upload.

6. Third-Party Services

The Service connects to Third-Party Services, which are listed with what each one receives in the Sub-processor List. Each Third-Party Service is operated by its own provider, under its own terms, and is responsible for its own processing and for the outputs it produces, including designs and production models, credit decisions, signatures, freight quotes and address suggestions.

BayWa r.e. is not responsible for the availability, accuracy or conduct of any Third-Party Service, or for any loss arising from it. Where a Third-Party Service requires you to accept its own terms or to hold your own account with it, you are responsible for doing so.

When you use a feature that sends Customer Data to a Third-Party Service, you direct us to send it. The Service asks an account owner or manager to authorise each such service once for your account before it is first used, and records that authorisation.

7. Financing

Financing offered through the Service is provided by independent financing providers. The financing provider decides everything about financing: whether to approve an application, the products offered, the rate, the term, the payment and any escalator, the financing agreement, and every notice the Homeowner is owed about the decision.

BayWa r.e. is not a lender, broker or arranger of credit, does not make or influence credit decisions, and is not a party to any financing agreement. Nothing in the Service is an offer of credit by BayWa r.e. Where the Service displays a rate, term or approval, it displays what the financing provider supplied, and the financing provider's own decision and documents govern.

8. Equipment orders

Equipment you order through the Service is sold by BayWa r.e. under the Terms of Sale, which govern every order in place of these Terms. If these Terms and the Terms of Sale conflict about an order, the Terms of Sale prevail.

• Prices shown in the Service are BayWa r.e.'s prices for your account. They are indicative until BayWa r.e. confirms your order.
• Availability and lead times reflect BayWa r.e.'s stock at the time you view them and can change before your order is confirmed.
• An order placed in the Service is an order to BayWa r.e. It is accepted when BayWa r.e. confirms it. BayWa r.e. reviews orders, including every financed order, before they ship.
• Freight costs and transit times are quoted by a Third-Party Service and are estimates, not delivery commitments.

9. Automated and AI-assisted Outputs

Some features read information out of documents you upload automatically, using an artificial intelligence service, and some match design lines to BayWa r.e. catalogue parts automatically. These Outputs can be incomplete or wrong. Anything a document does not state is not in the result.

You must check every automated Output before you rely on it, before you send it to a Homeowner and before you lock a bill of materials or place an order. You are responsible for the decisions you make using it.

10. Estimates are not warranties

Production, savings, payback, tax credit and freight figures in the Service are estimates calculated from assumptions and from Third-Party Service data. They are not guarantees, warranties or representations by BayWa r.e. of any result, and BayWa r.e. does not give tax, legal or financial advice. Equipment warranties are those given in the Terms of Sale and by the manufacturer.

11. Your data

As between you and BayWa r.e., you own Customer Data. You grant BayWa r.e. a limited right to host, process, transmit and display Customer Data in order to provide, secure, support and maintain the Service, to fulfil your equipment orders, and as described in the Privacy Policy.

Where BayWa r.e. processes Homeowner information on your behalf, it does so as your service provider (processor). It processes that information only to provide the Service and on your instructions, does not sell or share it for cross-context behavioural advertising, and requires the same of its own service providers. The terms of that processing are [DATA PROCESSING ADDENDUM: whether a separate addendum is offered, and where].

BayWa r.e. will tell you without undue delay, and in any case within 72 hours, after it becomes aware of a security incident that compromises Customer Data.

12. Confidentiality

Each party will keep the other's non-public business information that it receives through the Service confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or that must be disclosed by law, in which case the recipient will give notice where it lawfully can. Your account pricing is BayWa r.e.'s confidential information.

13. Intellectual property

BayWa r.e. and its licensors own the Service, including its software, design and content. These Terms give you a non-exclusive, non-transferable right to use the Service for your own business during the term, and no other rights.

If you give us feedback or suggestions, we may use them without obligation to you.

Proposals and documents the Service generates for you may be used by you in your business with Homeowners. Logos and branding you upload remain yours.

14. Disclaimer

Except as expressly stated in these Terms, the Service and all Outputs are provided as is and as available. To the fullest extent the law allows, BayWa r.e. disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement and uninterrupted or error-free operation. This section does not limit any warranty given in the Terms of Sale for equipment.

15. Limitation of liability

To the fullest extent the law allows, neither party is liable to the other under or in connection with these Terms for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business or data, however caused, even if advised of the possibility.

To the fullest extent the law allows, BayWa r.e.'s total liability under or in connection with these Terms is limited to the greater of the fees you paid for the Service in the 12 months before the claim and [LIABILITY CAP AMOUNT IN US DOLLARS].

These limits do not apply to liability that cannot be limited by law, to your payment obligations, or to your obligations under section 16 (Indemnity). Liability for equipment is governed by the Terms of Sale.

16. Indemnity

You will defend and indemnify BayWa r.e. and its affiliates, officers and employees against any third-party claim, and the resulting losses, damages, fines and reasonable legal costs, arising from:

• a proposal, estimate, price or other statement you or your Users made to a Homeowner;
• your agreement with a Homeowner, or the design, sale, installation or permitting of any system;
• Customer Data, including a claim that you lacked a Homeowner's permission to enter or share it;
• your or your Users' breach of these Terms or the Acceptable Use Policy, or violation of law.

BayWa r.e. will notify you promptly of a claim, let you control its defence, and cooperate reasonably at your cost. You may not settle a claim in a way that imposes an obligation on BayWa r.e. without its consent.

17. Suspension

BayWa r.e. may suspend access for a User or for your whole account, without liability, if it reasonably believes that suspension is needed to protect the Service, other customers, Homeowners or BayWa r.e., including where there is a breach of the Acceptable Use Policy, a security risk, unauthorised access, an unpaid amount under the Terms of Sale, or a requirement of law. Where it reasonably can, BayWa r.e. will give notice first and will restore access once the reason is resolved.

18. Term and termination

These Terms apply from when they are first accepted for your account until terminated. Either party may terminate them for convenience on 30 days written notice. Either party may terminate immediately on written notice if the other materially breaches them and does not cure the breach within 30 days of notice, or becomes insolvent.

On termination your right to use the Service ends. For 30 days afterwards, on request, BayWa r.e. will make your Customer Data available for export in a commonly used format. BayWa r.e. will then delete Customer Data within 90 days, except where the law requires it to keep a record, and except for backups, which expire on their normal cycle. Orders remain subject to the Terms of Sale.

Sections that by their nature should survive termination survive it, including sections 5, 10, 11, 12, 14, 15, 16, 20 and 21.

19. Changes to these Terms

BayWa r.e. may change these Terms. For a material change, BayWa r.e. will give at least 30 days notice, in the product or by email to your account's owners, before it applies, unless the change is required by law sooner.

Each published version of these Terms has a version identifier derived from its text. When the text changes, each User is asked to accept the new version in the product before continuing to use the Service, and BayWa r.e. records which User accepted which version, for which account, and when, together with the full text accepted. If you do not agree to a change, you may stop using the Service and terminate under section 18.

20. Governing law and disputes

These Terms are governed by the laws of [GOVERNING LAW STATE], without regard to its conflict-of-laws rules. Disputes arising from them will be resolved by [DISPUTE FORUM: courts of a named county and state, or arbitration]. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. General

• Entire agreement. These Terms, together with the documents they incorporate, are the whole agreement about the Service. The Terms of Sale govern equipment.
• No third-party beneficiaries. Homeowners and other third parties have no rights under these Terms.
• Assignment. You may not assign these Terms without BayWa r.e.'s written consent. BayWa r.e. may assign them to an affiliate or in connection with a merger or sale of the relevant business.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including the failure of a Third-Party Service.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or joint venture, and you may not represent yourself as acting for BayWa r.e.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• Notices. Notices to BayWa r.e. go to the contact below. Notices to you may be given in the product or by email to your account's owners.

22. Contact

[LEGAL ENTITY: e.g. BayWa r.e. Solar Systems LLC], [REGISTERED ADDRESS]. Email: [CONTACT EMAIL].