April 2024
TENADO GmbH
1 Applicability
1.1 These General Terms and Conditions of Business and Use (“GTC”) apply to all deliveries and services of TENADO GmbH (“Tenado”), in particular to the provision of the software products distributed by Tenado and the provision of any supplementary services in accordance with the contract concluded between Tenado and the customer.
1.2 These GTC apply exclusively. Tenado does not recognize any conflicting or deviating terms and conditions of Tenado’s customer unless Tenado has expressly agreed to their validity in writing. These GTC shall also apply if Tenado provides the contractually owed services without reservation or accepts the consideration without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
1.3 Unless the following paragraphs expressly distinguish between consumers and entrepreneurs, they apply equally to both.
1.4 If framework agreements exist between the contracting parties, these shall take precedence. Insofar as no special provisions have been made, the framework agreements shall be supplemented by these GTC.
2 Subject of the contract
2.1 The subject matter of the contract concluded with Tenado is
(a) the granting of a non-exclusive and non-transferable (and, if applicable, limited to the term of this contract) right of use (“License”) and the associated documentation for the ordered software, including the provision of a user manual (together the “Product”), the content and term of which depend on the scope of services selected by the customer, and
(b) other services, if additionally ordered by the customer.
2.2 For this purpose, the customer receives a copy of the ordered software and a version of the associated user documentation. The product will be delivered by way of download, whereby Tenado will make the product available to the customer for download from its online portal Tenado Service Center, accessible at https://id.stg-tenado-tenadostag.kinsta.cloud/login. Tenado shall provide the customer with the user name and the associated password
(“access data”) for logging into the protected area of the Tenado Service Center online portal. The ordered software is protected by a license key, which is sent to the customer by e-mail upon conclusion of the contract. The license key expires within fourteen (14) days of receipt. If the customer has not used the license key to download the ordered software within fourteen (14) days of receipt of the license key, the customer must contact Tenado to obtain a new license key. The customer receives the license key exclusively for the use of the ordered software as described in these GTC and the associated documentation.
3 Offer and conclusion of contract
3.1 The product offers are subject to change and do not constitute an offer to conclude a purchase agreement but are merely a non-binding invitation to the customer to order the Tenado’s products. The customer has informed himself/herself about the product offers and is aware that he/she cannot place an order directly via Tenado’s website and that the order process is not automated but involves individual contact with Tenado’s employees. If the customer orders the desired product, he thereby submits a binding offer to conclude a purchase agreement for a period of two (2) weeks as further described hereinafter:
(a) Tenado provides the customer with a form (“Order Form”) on its website as a PDF or otherwise that the customer can download,
(b) the customer marks the desired products and services (and, if applicable, their terms) on the Order form and sends this electronically signed (e.g. via DocuSign or a comparable tool) to Tenado.
3.2 When the Order Form is sent to the customer, these T&C’s and the information on the right of withdrawal pursuant to Section 6 will be transmitted to the customer.
3.3 After receipt of the signed Order From, Tenado will review the Order Form.
3.4 Acceptance of the offer by Tenado and thus the conclusion of this contract only takes place when Tenado electronically signs the order form (e.g. via DocuSign or a comparable tool) and sends it back to the customer (“order confirmation”). The order confirmation will be sent within three (3) working days of the date of the order at the latest. If no Order Confirmation has been sent after this period, the offer is deemed not to have been accepted. Tenado reserves the right to check the customer’s offer and not to accept every offer. For example, Tenado reserves the right to reject the customer’s offer if Tenado has indications that the customer has chosen a license type that is not suitable for its use. If an offer is not accepted, Tenado does not owe a separate explanation or justification for the rejection.
3.5 The languages available for the conclusion of the contract are German and English.
3.6 If the customer is a consumer, he is entitled to revoke the contract in accordance with the revocation instructions in Section 6.
3.7 The text of the contract and the order data are made available before the contract is concluded and can be printed out and saved by the customer. After completion of the order process, the contract text is no longer saved.
4 Software Assignment and License Agreement
When ordering, the customer selects a license type in accordance with Section 4.2 and a type of use available for the respective license type in accordance with Section 4.1.
4.1 Type of use of the license
The customer acquires the license for his own use only.
(a) User usage type
With the user usage type, the license is bound to a computer by activating the user. The customer can only use the license if it is activated and valid. Tenado grants the customer the option of using the license on another computer. Since the license can only be used on one device at a time, the customer deactivates the license on the current computer. The license can then be reactivated on another computer. An Internet connection is only required for activation and deactivation.
(b) 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 the license is started on a computer, it is locked on the server. When use is ended, the license is available again. An Internet connection is required to activate and deactivate the service. After activation, no internet connection is required to use the service.
4.2 License types
The customer can choose between the license types listed in the order form. For all license types, the customer acquires a simple, non-exclusive and non-transferable right to use the product. In the case of online provision, the user manual is only supplied in digital form. Otherwise, all rights to the ordered software and documentation as well as to the user manual remain with Tenado and its licensors. The following special features apply to the following license types:
(a) Commercial
The Commercial license type allows the use of the product’s full range of functions without any time restrictions. The Commercial license is available in the User and Network usage modes.
(b) Academic
The Academic license type permits the use of the product for educational purposes only and without time restriction. Any other use (commercial use) is expressly prohibited. In the event of a breach of this obligation, Tenado shall be entitled to payment of the difference between the purchased license and the commercial license. The Academic License is available in the User and Network usage modes.
(c) Student
The Student license type permits the use of the product for educational purposes only. Any other use (commercial use) is expressly prohibited. In the event of a breach of this obligation, Tenado is entitled to payment of the difference between the purchased license and the commercial license. If the customer is a consumer, Tenado must prove that any damage has occurred. The Student license type is only available in the User usage type with a term of 12 months. After that, the license may no longer be used. The customer can only purchase the Student license if he/she is currently enrolled as a pupil at a nationally or internationally accredited general secondary school or as a student at a nationally or internationally accredited university or university of applied sciences. Proof must be provided by the customer.
(d) Demo
The demo license type allows the full functionality of the product to be used for the period selected in the order. The demo license is only available in the User usage type.
(e) Promotion
The Promotion license type allows the use of the full functionality of the product for the period selected in the order. The Promotion license is only available in the User usage type.
4.3 As soon as the software is installed on a hard disk of the computer, it is considered used.
4.4 The license-compliant use of the software is checked by Tenado when the license is activated. If unauthorized multiple use is detected, activation may be refused or further use of the software may be prevented. The product contains program locks that prevent unauthorized multiple use. These ensure that once the program has been installed on another computer, the previous program that was incorrectly not deactivated is deactivated. Tenado is entitled to take all necessary measures to protect the product, in particular to fit the product with a protective plug.
5 Term and termination
5.1 Unless otherwise agreed for specific License types, the contract shall enter into force on the day on which the Order Confirmation is sent as described in Section 3.5.
5.2 The License types Commercial and Academic will be provided with unlimited term.
5.3 For the License types Student, Demo and Promotion, the contract shall apply for the term selected in the order (“Initial Term”).
5.4 If the customer is a consumer, the term shall be automatically extended indefinitely after expiry of the initial term if and as long as neither party terminates the contract in writing with one (1) month’s notice. The right to terminate for good cause remains unaffected by this.
5.5 If the customer is an entrepreneur, the term shall be automatically extended by one (1) further year after expiry of the initial term if and as long as neither party terminates the contract in writing with a notice period of three (3) months (electronic signature sufficient). The right to terminate for good cause remains unaffected by this.
6 Right of withdrawal
6.1 If the customer is a consumer, he is entitled to a right of withdrawal in accordance with the following provisions.
The customer has no right of withdrawal if the customer expressly agrees that Tenado may commence performance of the contract before expiry of the withdrawal period. The customer acknowledges that by giving their consent, they lose their right of withdrawal as soon as the fulfillment of the contract has begun, e.g. with the activation of the license key and the download of the product. The customer grants such consent by ticking the following radio button in the Service Center portal before activating the license key:
[ ] I agree that the contract will be fulfilled before the end of the withdrawal period. I am aware that my right of withdrawal expires at the beginning of the execution of the contract”.
6.2 Cancellation policy
Instructions on withdrawal
Right of withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the date of conclusion of the contract.
To exercise the right to cancel, you must inform us (TENADO GmbH, Vierhausstraße 112, 44807 Bochum, Phone: +49 234 9559 – 0 customersuccess@revalizesoftware.com) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You can use the attached sample withdrawal form, but this is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Consequences of revocation
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; under no circumstances will you be charged any fees for this repayment.
If you have requested that the services should commence during the withdrawal period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you inform us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.
Modell withdrawal form
(If you wish to cancel the contract, please fill out this form and send it back to us).
– To TENADO GmbH, Vierhausstraße 112, 44807 Bochum, customersuccess@revalizesoftware.com:
I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*)
Ordered on (*)/received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of the consumer(s) (only for notification on paper)
Date
____________________
(*) Delete as appropriate.
7 Fees and terms of payment
7.1 The price is based on the customer’s order and the prices in the order form valid at the time the contract is concluded. The prices are binding, whereby the statutory VAT is only included for consumers.
7.2 For entrepreneurs, Tenado only states the net price; VAT is therefore not included in the prices. This will be shown separately in the invoice on the day of invoicing at the statutory rate applicable at that time.
7.3 Unless otherwise stated in the order confirmation, the purchase price shall be due for payment without any deductions within fourteen (14) days of receipt of the goods. The statutory provisions shall apply with regard to default of payment.
7.4 The customer is only entitled to set-off rights if their counterclaims are legally established, undisputed, recognized by Tenado or are synallagmatically linked to Tenado’s 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.
8 Delivery time
8.1 If Tenado has specified delivery deadlines and these were the basis for placing the order, these deadlines shall be extended by the duration of the delay in the event of a strike and in cases of force majeure. The same applies if the customer does not comply with existing obligations to cooperate.
8.2 If no fixed delivery date has been agreed, delivery shall be made no later than two (2) weeks after conclusion of the contract. If the customer has obligations to cooperate, the period shall not commence until the customer has fulfilled these obligations.
8.3 Insofar as the assertion of the customer’s rights requires a reasonable grace period, this shall be at least two weeks.
9 Liability for defects
9.1 In the event of a defect, Tenado Kunde shall be liable in accordance with the statutory provisions.
9.2 In the event of a defect, Tenado reserves the right to choose the type of supplementary performance for entrepreneurs.
9.3 For consumers, the limitation period for claims for defects is two (2) years. The period begins with the transfer of risk.
9.4
9.5 For entrepreneurs, the warranty period is always one (1) year. This does not apply to claims for damages due to defects. Section 10 of the GTC applies to claims for damages due to a defect.
9.6 Tenado does not guarantee that the product will meet the customer’s specific requirements. The customer is solely responsible for the selection and use of the product and the results achieved.
9.7 Technical data, specifications and performance data in public statements, in particular in advertising materials, are not quality specifications. The functionality of the software is initially based on the description in the documentation and any supplementary agreements made.
9.8 The customer does not receive any guarantees in the legal sense from Tenado.
9.9 The warranty for the product expires if the customer modifies it or intervenes in any other way, unless the customer proves that these modifications or interventions are not the cause of the defect. The warranty is also excluded if the customer does not fulfill his obligations to install updates (Section 9.9).
9.10 Tenado provides updates for the software and informs the customer of this. If Tenado provides updates for the product, the customer is obliged to install these immediately, but at the latest within six (6) weeks of the provision of the respective update. Tenado is not liable for damages resulting from the failure to install updates or which could have been avoided by timely installation.
10 Liability for damages
10.1 Unless otherwise stipulated in this clause 10, Tenado’s liability is excluded. Tenado is always liable for injury to life, limb and health as well as in the case of intent, gross negligence and fraudulent misrepresentation. Tenado is also liable for damages caused by slight negligence, whereby liability is limited to typical and foreseeable damages resulting from the breach of a material contractual obligation. An essential contractual obligation is an obligation whose fulfillment is necessary to achieve the objective of the contract and on whose fulfillment a contractual partner regularly relies or may rely.
10.2 In the event of a delay in delivery, liability towards entrepreneurs shall be limited to 0.5% of the delivery value within the framework of a lump-sum compensation for delay, but to a maximum of 5% of the delivery value for each completed week of delay.
11 Force Majeure
11.1 The obligation of any Party under the contract shall be suspended during the period and to the extent that such Party is prevented from complying therewith by any circumstance of Force Majeure.
11.2 “Force Majeure” shall mean embargoes, natural disasters, riots, wars, epidemics and pandemics, sabotage, strikes, unforeseeable governmental and official actions and events comparable to the aforementioned events, insofar as the respective event has a serious effect on the performance obligations of a Party and cannot be averted by suitable, reasonable measures of such Party.
11.3 As soon as possible after the occurrence of an event of Force Majeure, the Party invoking Force Majeure shall provide a notice to the other Party, which shall describe in reasonable details the circumstances under which Force Majeure has occurred, shall set forth the anticipated effect on the performance of the affected Party’s obligations under this contract and apply reasonable measures to mitigate the effects of Force Majeure.
11.4 In the event the respective Force Majeure event lasts for more than thirty (30) calendar days, the non-affected Party shall be entitled to terminate this contract with immediate effect by notice in writing to the affected Party.
12 Retention of title
Tenado retains title to the Product supplied by Tenado until the fee has been paid in full.
13 Special obligations of the customer
13.1 Tenado’s software products have been developed in accordance with recognized programming rules. According to the state of the art, it is not possible to develop computer programs in such a way that they work error-free under all application conditions. The customer is therefore obliged to install all service packs offered by Tenado for free download immediately, but no later than two (2) weeks after provision.
13.2 The software products distributed by Tenado require specialist personnel to operate them. For additional knowledge transfer or experts in certain areas, Tenado offers the customer chargeable instructions or training seminars.
13.3 Only the installation instructions contained in the documentation are authoritative for the installation of the software. It is the customer’s responsibility to create the system requirements necessary for the proper execution of the installation.
13.4 The customer is prohibited from subletting the product or transferring the purchased license to third parties, granting sublicenses and using the product as part of an application service, unless Tenado has expressly agreed to this in writing. The customer may not translate, edit, decompile, reverse engineer, disassemble or otherwise modify the product.
13.5 The customer may edit, modify, reproduce and distribute the stock files (drawings, graphics, symbols, templates, etc.) as part of its work. The customer may not distribute the stock files individually if they constitute the actual value of his product or would become components of another software product.
14 Premium Care
14.1 Premium Care includes upgrades (completely revised program versions) for the product, telephone advice and support when using the product, suggested solutions for design problems and a live service for rapid problem analysis. The telephone services can be used to the extent of three (3) hours per month and license. It is not possible to carry forward unused budget.
14.2 The remuneration for Premium Care is based on the prices in the order form valid at the time the contract is concluded. Premium Care is offered for the selected term (“initial term”).
14.3 If the customer is a consumer, the term of Premium Care is automatically extended indefinitely after expiry of the initial term if and as long as neither party terminates the contract in writing with one (1) month’s notice. The right to terminate for good cause remains unaffected by this.
14.4 If the customer is an entrepreneur, the term of Premium Care shall be automatically extended by one (1) further year after expiry of the initial term if and as long as neither party terminates the contract electronically signed (e.g. via DocuSign or a comparable tool) with a notice period of three (3) months. The right to terminate for good cause remains unaffected.
14.5 Good cause shall be deemed to exist in particular if
(a) Tenado repeatedly (i.e. two (2) times) fails to provide the services, in particular the service levels pursuant to clause 15.2 or
(b) the customer is more than three (3) months in arrears with the annual payment if the annual payment was agreed in the order, or
(c) the customer is repeatedly in arrears with its monthly payment of the fees if monthly payments result from the order (i.e. two (2) payments in succession or with a cumulative amount of more than two (2) payments).
15 Availability of the TENADO Service Center
15.1 The Service Center is the online portal for Tenado customers. In order to use a Tenado product, it is strongly recommended that you set up an account for the Service Center. Purchased products and installation files can be saved there and made available for download if an account has been set up. The customer can also manage the purchased products in his own account in the Service Center and view technical information and documentation.
15.2 Tenado provides these services on an annual average with an overall availability of 98% minus the announced maintenance work of a maximum of 6 hours per month. During maintenance work, the above-mentioned services are not available.
16 Training
16.1 The customer has the option of booking additional training courses for the product at any time. Such training courses must be selected as part of the order.
16.2 If a training course is booked for a specific date, the customer is nevertheless obliged to pay the agreed fee if he does not attend the training course.
16.3 Tenado reserves the right to cancel the training if the minimum number of three (3) participants is not reached. In this case, Tenado will inform the customer at least two (2) weeks in advance of the cancellation of the training and the customer will receive a full refund of the fee already paid.
17 Data Protection
17.1 The parties acknowledge that personal data of the customer or, if applicable, its employees will be processed for the download of the software and when using Premium Care.
17.2 Each Party shall be responsible for complying with its obligations under applicable data protection laws and the Parties shall enter into further data protection related agreements as required by law.
18 Formal Requirements
If customer must make legally relevant declarations and notifications to Tenado or to a third party, these are subject to the written form requirement (electronically signed document submitted via email sufficient). This does not apply to consumers.
19 Intellectual Property Rights, Copyrights and Confidentiality
19.1 Tenado grants the customer a simple, non-exclusive and non-transferable (and possibly limited to the term of the contract) right of use for the product and the intellectual property rights contained therein, which is linked to the fee to be paid by the customer in accordance with Section 7.
19.2 With regard to the rights of use, the mandatory provisions of the German Copyright Act (§§ 69a ff. UrhG) shall also apply. This also applies to the associated documentation, which is also protected by copyright law. Software and documentation are trade secrets of Tenado. The customer may not make the software, the associated serial number and the documentation accessible to third parties without the consent of Tenado. Consent must be given in writing (e-mail and electronically signed declarations are not sufficient). The customer may only copy the software for the purposes of data backup, replacement or troubleshooting. The copyright notice on the original must also be affixed to the copies.
19.3 All rights to patents, utility models and designs, trademarks and other property rights as well as copyrights for the subject matter of the contract and the services remain with Tenado or the respective rights holders. This applies in particular to product names, software and name and trademark rights as well as to all documents and papers marked as confidential. Disclosure to third parties requires the express written consent of Tenado.
19.4 The customer undertakes to treat all non-public, commercial and technical details of which it becomes aware through the business relationship as business secrets.
19.5 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 shall expire at the time of use (activation) of the new version. At this time, the rights to the new version described in sections 19.1 – 19.3 shall be granted taking into account the previously acquired specific license.
20 Final Provisions
20.1 The contract shall be governed the law of the Federal Republic of Germany, whereby the application of the UN Convention on Contracts for the International Sale of Goods is excluded. If the customer is a consumer, this choice of law shall not deprive him of the protection afforded to him by provisions which cannot be derogated from by agreement in accordance with the law which would be applicable without the choice of law on the basis of statutory provisions.
20.2 If the customer is a consumer, the exclusive place of jurisdiction for all disputes arising from the contract shall be Bochum, if the customer has no general place of jurisdiction in Germany, moves his domicile or usual place of residence out of Germany after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is brought.
20.3 If the customer is an entrepreneur, the place of jurisdiction is Bochum. Tenado is also entitled to sue the customer at his general place of jurisdiction.
20.4 All amendments and additions to the contract must be made in writing (an electronically signed document sent by e-mail is sufficient), including amendments or additions to this written form requirement.
20.5 Tenado does not participate in the procedure for alternative dispute resolution in consumer matters under the Consumer Dispute Resolution Act (VSBG) and for online dispute resolution in consumer matters under the Regulation on Online Dispute Resolution in Consumer Matters (ODR Regulation), available at http://ec.europa.eu/consumers/odr/.
Separate Terms of Use of the Integrated CADENAS Software Solution PARTS4CAD CADENAS GmbH, Berliner Allee 28b+c, 86153 Augsburg
1. Applicability
These separate terms of use for the integrated CADENAS software solution PARTS4CAD also apply if the customer has ordered the software.
The integrated CADENAS software (“Software”) is The integrated CADENAS software solution PARTS4CAD (“Software”) is a parts catalog that provides direct access to a large number of standard parts and standard components.
2. Rights and obligations of the customer
As a general rule, the customer is prohibited from:
a) to transfer the software or the associated written material to unauthorized third parties, to transfer granted rights of use to unauthorized third parties or to make the software, the material or the rights of use accessible to them, or to operate them at locations other than the licensed locations;
b) to reproduce, modify, translate, reverse engineer, decompile or reassemble the software outside of the contractual use;
c) to create, reproduce or distribute works derived from the software;
d) to reproduce, translate or modify the written material or to create, reproduce or distribute works derived from the written material, except for internal purposes of the customer, unless the respective action of the customer is permitted on the basis of a mandatory statutory provision;
e) to use the CAD models for the production of more than just individual copies (outside the design drawing) or for the production of systematic collections, or for the compilation of new databases outside 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.
g) All exclusive copyrights and exploitation rights of Tenado GmbH shall remain unaffected, even in the case of application-specific adaptations developed on behalf of TENADO GmbH. In all other respects, 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 the transfer of the source code of the software used by CADENAS GmbH or the granting of rights of use to this source code.
h) The customer is not entitled to transfer the contractual rights to which it is entitled to third parties, to grant the corresponding rights of use or to grant sublicenses. The customer may not pass on acquired licenses to subsidiaries or suppliers.
i) For copyright reasons, the standards (DIN, ISO, etc.) are supplied as reduced tables (spectrum usually 70 % of the respective standard parts). A deviation is also possible, as they were derived by copyright from purchased parts catalogue 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 similar.
j) Liability does not include standards (e.g. DIN, ISO standards), data or databases such as standard components or catalogs that are provided by third parties and are used together with the software. This applies even if they are delivered together with the software and are an integral part of the software. CADENAS GmbH has no possibility to check the correctness of these standards or data. This also applies to the results obtained using the software and this data. No liability is assumed for the correct reproduction of the standards in their dimensions, representations, etc.
