General Terms and Conditions of Use (GTC)
Validity of the General Terms and Conditions
These terms and conditions apply exclusively. We do not recognize conflicting or deviating terms and conditions of our contractual partners unless we have expressly agreed to their validity. The consent must be in writing. These General Terms and Conditions also apply if we unconditionally provide the contractually owed services or accept the services of the suppliers or service providers without reservations despite being aware of the conflicting or deviating terms and conditions of the customer.
Unless an explicit distinction is made between consumers and entrepreneurs in the following paragraphs, these apply to both at the same time.
If there are framework agreements between the contracting parties, these have priority. Unless special regulations have been made, the framework agreements are supplemented by these General Terms and Conditions.
Offer and conclusion of contract
We reserve all property rights and copyrights to all documents created by us (including, for example, price calculations, photos, drawings) and other documents. This also applies to all records and documents marked as confidential. Passing it on to third parties requires our express written consent.
Delivery times
If the customer is an entrepreneur, delivery from our place of business is agreed, unless otherwise stated in the order confirmation.
Software Licensing and License Agreement
The customer only acquires the licenses for his own company. Use in another company is excluded.
-User type
of use With the user type of use, a license is linked to a computer by activating the user. If the license is activated and valid, the user can use the license. In order to be able to use the license on another computer, it must be deactivated on the current computer. The license can then be reactivated on another computer. An internet connection is required for activation and deactivation. After activation, no internet connection is required to use the license.
Network usage type
With the Network usage type, a service is activated on a customer server that manages the distribution of licenses within a local network. If a license is started on a computer, it is blocked on the server. If use is terminated, the license is available again. An internet connection is required to activate and deactivate the service. Once activated, no internet connection is required to use the service.
License types
With all license types, the customer acquires a simple, non-exclusive and non-transferable right of use (license) to the software and the associated documentation. In the case of online transmission or provision, the user manual is only delivered in digital form. Otherwise, all rights to the software and the documentation as well as the manual remain with TENADO GmbH and its licensors. The following special features apply to the following license types:
-Commercial
The Commercial license type allows the use of the full range of functions of a TENADO product without time restrictions. The commercial license is available in user and network usage types.
-Academic
The license type Academic allows the use of a TENADO product for educational purposes only. Any further use (commercial use) is expressly prohibited. In the event of a breach of this obligation, TENADO GmbH is entitled to payment of the difference between the purchased license and the commercial license. The Academic License is available in User and Network usage types.
-University student
The student license type allows the use of a TENADO product for educational purposes only. Any further use (commercial use) is expressly prohibited. In the event of a breach of this obligation, TENADO GmbH is entitled to payment of the difference between the purchased license and the commercial license. If the customer is a consumer, we allow proof that no damage has occurred at all or that it is significantly lower than the above difference. The student license type is only available in the user usage type with a term restriction of 12 months. After that, the license may no longer be used. The customer can only purchase the student license
-Demo
The Demo license type allows the use of the full range of functions of a TENADO product in a previously specified period. The demo license is only available in the User usage type.
-Promotion
The Promotion license type allows the use of the full range of functions of a TENADO product in a previously defined period of time. The promotion license is only available in the User usage type.
With regard to the rights of use, the mandatory provisions of the Copyright Act (§§ 69 a ff. Copyright Act) also apply. This also applies to the associated documentation, which is also protected by copyright. Software and documentation represent trade secrets of TENADO GmbH. The customer may not make the software provided to him, the associated serial number and documentation accessible to third parties without our consent. The written form requirement applies to the consent. Copyright notices on a data carrier may not be removed. The customer may only copy the software for the purpose of backing up data, as a replacement or for troubleshooting. The note referring to copyright protection on the original must also be attached to the copies.
As soon as the software is installed on a permanent memory of the computer, it is deemed to have been used.
The use of the software in accordance with the license is checked by activation. If unauthorized multiple use is determined, activation can be denied or further use of the software can be prevented. The software contains program locks that prevent unauthorized multiple use. These ensure that after the program has been installed on another computer, the previous program that was wrongly not deactivated is deactivated. This must be observed, otherwise the program can no longer be used. We are entitled to take all necessary measures to protect the software, in particular to provide the software with a protective plug.
If the software provided is replaced by an update or upgrade (new version), the rights of use granted to the customer for the previous version expire at the point in time at which the new version is used (activated). At this point in time, he will then be granted the rights to the new version described above under sections 1-6, taking into account the previously specifically acquired license.
Delivery time
If no fixed delivery date has been agreed, delivery will take place two weeks after the conclusion of the contract. If the customer has an obligation to cooperate, the period does not begin to run before the customer has fulfilled this obligation.
Insofar as the assertion of rights by the customer requires the setting of a reasonable grace period, this is at least two weeks.
Prices and terms of payment
For entrepreneurs, we only indicate the net price; the statutory sales tax is therefore not included in our prices. This will be shown separately on the invoice on the day of invoicing in the amount prescribed by law at that time.
Price changes are permissible for consumers if there are more than four months between the conclusion of the contract and the agreed time of service provision. If the wages or the product costs change after this point in time before the service is rendered, we are entitled to change the price appropriately in accordance with the cost increases or cost decreases. The customer is only entitled to withdraw if a price increase significantly exceeds the increase in general living expenses between the order and the provision of the service.
If the customer is an entrepreneur, the agreed price applies. The higher price applies if the price has increased at the time the service was provided due to a change in the market price or an increase in the prices of third parties involved in the provision of the service.
If the higher price is 20% or more above the agreed price, the customer has the right to withdraw. This right must be asserted immediately after notification of the higher price.
The deduction of cash discount requires a separate agreement that is subject to the written form requirement.
Unless otherwise stated in any order confirmation, the purchase price is due for payment without any deductions within ten days of receipt of the goods or the software product. With regard to default in payment, the statutory regulations apply.
The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed, recognized by us or synallagmatically linked to our main claim. If the customer is an entrepreneur, he is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
Liability for Defects
In relation to entrepreneurs, we reserve the right to choose the type of supplementary performance in the event of a defect.
In relation to consumers, the limitation period for claims due to defects is two years. The period begins with the transfer of risk.
The warranty period for entrepreneurs is always one year. This does not apply to claims for damages due to defects. § 7 of these General Terms and Conditions applies to claims for damages due to a defect.
We do not guarantee that the software product will meet the customer’s specific requirements. He bears the sole responsibility for the selection and use as well as for the intended results.
Technical data, specifications and performance information in public statements, especially in advertising material, are not quality information. The functionality of the software is initially based on the description in the user documentation and any supplementary agreements made.
The customer does not receive any guarantees from us in the legal sense.
The warranty for the software expires if the customer changes it or intervenes in any other way, unless he can prove that these changes or interventions are not the cause of the error. The warranty is also excluded if the customer does not meet his obligations to install the specified service packs (8 No. 1 of the General Terms and Conditions).
Liability for Damage
The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.
Insofar as liability for slight negligence is not excluded and this is not based on injury to life, limb or health, these claims become statute-barred within one year from the time the claim arose or, in the case of claims for damages due to a defect, from the handover of the item.
Insofar as liability for damages towards us is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
Retention of title
In relation to entrepreneurs, we reserve title to the products or software supplied by us until all claims arising from the current business relationship have been paid in full.
Special obligations of the customer
The software products we sell require expert staff to operate them. The customer cannot derive any rights from this if untrained personnel are used for operation. We offer customers paid instruction and training seminars for this.
Only the installation instructions contained in the documentation are authoritative for the installation of the software. It is the customer’s responsibility to provide the system requirements necessary for the installation to be carried out properly.
Renting out the software or transferring acquired licenses to third parties, issuing sublicenses or using the software within an application service provider is prohibited unless the user has expressly consented to this. The customer is not entitled to translate, edit, decompile, reverse engineer, disassemble or otherwise change the software.
The customer may edit, change, duplicate and distribute existing files (drawings, graphics, symbols, templates, etc.) as part of his work. The customer may not distribute the stock files individually if they constitute the actual value of his product or would become part of another software product.
Premium Care
During the term of the contract, Premium Care includes all updates (program supplements) and upgrades (completely revised program versions) for the product purchased by the customer, telephone advice and support, suggested solutions for design problems and a live service for quick problem analysis as well as access to our specialist information. The telephone services can be used up to three hours per month per license. The unused budget will not be carried over.
The contract period is at least 12 months and is extended by a further year if it is not terminated before the end of the respective period with a notice period of 3 months to the end of the period. Written form is required for termination.
Availability of the TENADO Service Center
The Service Center is the online portal for customers of TENADO GmbH. An account for the Service Center is mandatory to use a TENADO product. Purchased products and installation files are stored there and made available for download. The customer can manage the purchased products in his area of the service center and view technical information and documentation.
We provide these services on an annual average with a total availability of 98% less maintenance work of a maximum of 6 hours per month announced by us. The aforementioned services are not available during maintenance work. This limitation of liability only applies to cases in which we are not at fault for the non-provision of the services, eg technical problems over which we have no influence.
Training
If a training course is booked on a previously determined date, the customer is nevertheless obliged to pay the agreed fee if he does not appear at the beginning of the training course.
With regard to the preceding paragraph of this paragraph, we reserve the right to withdraw from the contract for good cause. This is the case in particular (not an exhaustive list) if there are not enough registrations for the training course or the training course is canceled for reasons beyond our control.
In such cases, the customer will be reimbursed the full amount already paid. The customer is not entitled to claims for damages.
Separate terms of use for the integrated CADENAS software solution PARTS4CAD from CADENAS GmbH, Schernecker Str. 5, 86167 Augsburg
In principle, the licensee is prohibited from
a)
to hand over the software or the associated written material to unauthorized, external third parties, to transfer granted rights of use to unauthorized, external third parties or to make the software, the material or the rights of use accessible to them, or at locations other than the licensed ones operate;
b)
to reproduce, modify, translate, reverse engineer, recompile or reassemble the software outside of the contractual use;
c)
create, reproduce or distribute derivative works from the Software;
d)
Reproduce, translate, modify or create derivative works from, reproduce or distribute the Written Material except for Licensee’s internal purposes, unless Licensee’s respective action is permitted by a mandatory statutory provision ;
e)
use the CAD models to produce more than single copies (outside the design drawing) or to produce systematic collections, or to compile new databases outside of its PDM system and the User Agreement;
f)
to translate, edit, arrange or otherwise rework the CAD models, in particular the creation of summaries that replace the knowledge of the original data.
All exclusive copyrights and exploitation rights of the licensor remain unaffected, even in the case of application-specific adjustments that are developed on behalf of TENADO GmbH. Any changes made accordingly are also subject to the above provisions. The source code of the licensed object remains entirely with CADENAS GmbH. There is no entitlement to transfer of the source code of the software used by CADENAS GmbH or the granting of rights of use to this source code.
The licensee is not entitled to transfer the contractual rights to which he is entitled to third parties, to grant the corresponding rights of use or to grant sublicenses. The licensee may not pass on acquired licenses to subsidiaries or suppliers.
For copyright reasons, the standards (DIN, ISO, etc.) are supplied as reduced tables (the range usually covers 70% of the respective standard parts). A deviation is also possible, since they were derived from purchased parts catalog manufacturers and do not correspond to the original tables of the standardization institutes. CADENAS GmbH accepts no liability for the correct reproduction of the standards in their dimensions, representations and the like.
Liability does not include standards (e.g. DIN, ISO standards), data or databases such as standard components or catalogs that are made available by third parties and are used together with the software. This applies even if they are supplied together with the software and are an integral part of the software. CADENAS GmbH has no way of checking the correctness of these standards or data. This also applies to the results obtained using the software and this data. Liability for the correct reproduction of the standards in their dimensions, representations, etc. will not be accepted.
Form requirements
If the customer has to make legally relevant declarations and notifications to us or a third party, these are subject to the written form requirement.
Limitation of own claims
Contrary to § 195 BGB, our claims for payment become time-barred after 5 years. Section 199 of the German Civil Code applies to the start of the limitation period.
Intellectual property rights, copyrights and confidentiality
The customer undertakes to treat as business secrets all non-public, commercial and technical details that become known to him through the business relationship.
Jurisdiction - Place of Performance - Choice of Law
This contract is governed by the law of the Federal Republic of Germany. The application of the UN sales law is excluded for contracts with entrepreneurs.
If the customer does not have a general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract is our place of business in Bochum.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the court responsible for our place of business in Bochum. We are also entitled to sue the customer at his general place of jurisdiction.
- Download terms and conditions here
