Last update: 05.10.2020
General terms and conditions:
It applies the general terms and conditions of GEDA GmbH:
Usage Agreement:
1. Preamble
GEDA is offering the CUSTOMER the opportunity to use the GEDA Installation Designer, a configurator on its website, www.tools.geda.de for the calculation of anchoring and ground forces under the following conditions.
2. Usage Rights
GEDA will make the access data for the GEDA Installation Designer available to the CUSTOMER. This authorisation shall expire at the latest upon the termination of the business relationship between GEDA and the CUSTOMER.
The Customer shall hereby obtain the non-exclusive usage right of the GEDA Installation Designer.
The Customer can log into the GEDA Installation Designer configurator with the access data that have been made available to it and then use them to calculate the anchoring and ground forces required for the installation of the GEDA devices agreed in the commercial agreement and/or the agreement on terms and conditions.
The access data made available by GEDA shall only be assigned to previously named authorised users who are registered as personal users. The Customer shall ensure that the authorised users that it has designated have disclosed their full and true details about their person and position in the company of the Customer. The Customer shall further guarantee that the named users utilise the access data to the calculation program in compliance with the provisions of this Agreement.
The Customer shall be responsible for ensuring that the access data made available shall only be used by authorised users in compliance with this Agreement. The Customer shall hereby guarantee to GEDA that these access data cannot be used by other persons, third parties or any other non-authorised persons. The Customer shall commit to keep the access data safe and preserve them from any third party access. The Customer shall be forbidden from providing the access data which have been made available to it to third parties unless there is a prior written consent from GEDA, whereby the pre-requisite here is that the access data are only provided to persons who have notified the full details as to their person and their position in the company. In this regard the Customer shall be responsible for the accuracy of these notified data.
Without a prior written consent from GEDA, the Customer shall commit not to forward, sell, rent, lease, transfer, assign or market in any way whatsoever to third parties the access data which have been made available to it.
GEDA shall reserve the right to change, expand or restrict the access data. In such a case the Customer shall be informed accordingly in good time.
The access data made available shall refer exclusively to the GEDA devices specified in the commercial agreement and/or the agreement on terms and conditions in order that the access data can be activated in connection with these devices.
The Customer shall commit to only use the access data made available to it for the GEDA devices it has stipulated for this purpose and it shall prohibit their use for devices of other manufacturers.
Notification of the access data shall grant the customer a non-exclusive, non-transferable right to authorise the persons it has named and authorised to have access to the services of the GEDA Installation Designer and its functionalities in accordance with this Agreement and during its term.
3. Limitation of liability
Despite observing the highest possible diligence, GEDA shall assume no liability for the completeness and correctness of the calculated anchoring and ground forces that result from use of the GEDA Installation Designer.
The Customer itself shall be responsible for ensuring that the values that it inputs are complete and correct. The Customer shall be solely and exclusively responsible in its use of the GEDA Installation Designer for the parameters that it itself inputs such as mast heights, on-site wind load requirements and circumstances and similar.
The calculations shall be based exclusively on data from GEDA devices, GEDA accessories and GEDA spare parts; all liability is excluded for use with any other manufacturers.
The calculations are not suitable for force majeure such as environmental catastrophes, flooding, earthquakes, storms etc and cannot be utilised for such eventualities.
To that extent GEDA shall only be liable in the case of intent, gross negligence, also by the owner or bodies and by executive employees, in the event of culpable injury to life, limb and health or if defects have been fraudulently concealed or within the framework of a separate guarantee promise. In the event of a culpable infringement of material contractual obligations, GEDA shall also be liable in the event of gross negligence by non-executive employees and in the event of slight negligence, in the latter case, this shall be limited to typical contractual and reasonable foreseeable damage. Further claims are excluded.
4. Access
GEDA shall also not be liable for accessibility to the GEDA Installation Designer.
GEDA shall be authorised at any time to exclude calculations for specific areas and also for specific devices to be determined by it.
The Customer shall agree that the parameters that it inputs into the calculation program and the calculation results can be stored, evaluated and used by GEDA.
GEDA shall be further authorised to refuse access the GEDA Installation Designer and to block the data transmitted to the Customer if the Customer should infringe its obligations from this Agreement and does not immediately cease this infringement after having been requested so to do once by GEDA.
5. Termination
GEDA shall have the right to terminate this Agreement without notice and to block access to the GEDA Installation Designer if the Customer should infringe its contractual obligations arising from this Agreement, in particular if it makes the access data that have been provided to it accessible to third parties without written consent. A written warning shall not be required here.
Furthermore, these usage conditions and access data shall be automatically deleted or blocked respectively with the termination of the business relationship between the contractual parties.
6. Confidentiality
The Parties shall make mutual assurances to each other that they shall handle this Agreement with strict confidentiality. They shall commit to treat all obvious commercial and technical details of which they become aware during the business relationship as business secrets, unless the other Party has previously agreed in writing to the disclosure of the information or if such an approach is required for statutory reasons.
7. End of the Agreement
At the end of this Agreement, either upon the expiry of its term or a cancellation without notice, the Customer shall commit to immediately cease use of the access data that have been made available to it or to make further use of them. In this case the access data shall be immediately blocked.
8. Miscellaneous
The Parties shall agree that they are independent from each other and that no partnership nor employment relationship between the Parties shall be established through this Agreement.
This Agreement shall be subject exclusively to the law of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
Amendments and supplements to this Agreement must be made in writing; this shall also apply to any change to the requirement of written form. There are no subsidiary agreements.
The exclusive and sole jurisdiction shall be Augsburg / Germany.
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