Terms and Conditions

1.1.
The following General Terms and Conditions (GTC) apply to contracts for the services described below entered into with Dendrit Haustechnik-Software GmbH, Fehrbelliner Platz 1, 48249 Dülmen (hereinafter referred to as “Dendrit”). Dendrit’s offer is directed at companies (hereinafter referred to as “Customers”), as well as working students and master craftsman trainees (hereinafter referred to as “Educational License Users”), collectively referred to hereinafter as “Licensees.”

1.2.
For the purposes of these General Terms and Conditions, “customers” are business entities as defined in § 14 of the German Civil Code (BGB). Business entities are natural persons, legal entities, or partnerships with legal capacity with whom a business relationship is established and who act in the course of a commercial or self-employed professional activity. This also includes legal entities governed by public law or those with special funds under public law.

For the purposes of these Terms and Conditions, “users of the educational license” are individuals who are granted access to the software without paying a fee.

1.3.
These General Terms and Conditions also apply to future business relationships without Dendrit having to refer to them again. If the Licensee has its own General Terms and Conditions, only those provisions that are consistent with this Agreement shall form part of this Agreement. This does not apply to conflicting provisions or to provisions that supplement this Agreement.

2.1.
Dendrit offers potential customers various software products (hereinafter referred to as “software product” or “software products”) for purchase, or for users of the educational license for free use, which are used, among other things, for the technical calculation of piping systems in buildings and for drawing them.

In connection with the STUDIO and CALHYDRA software products, Dendrit offers an “eActivity” maintenance and service contract that includes software support, software maintenance, consulting, and training.

Updates and service packs required for the software, as well as bug fixes, are provided regularly and free of charge throughout the software products' lifecycle.

2.2.
The contract with Dendrit is concluded either when Dendrit sends the Licensee an order confirmation regarding the service described therein, or when the Licensee downloads the software products from the Dendrit website (see 2.3.) and thereby accepts these General Terms and Conditions.

2.3.
Purchased software products are made available to the licensee by Dendrit as a download link or on a data carrier. To enable the use of the software products, Dendrit will promptly provide the licensee with a license key that grants unrestricted access to the software product. Upon request, the licensee will receive user documentation in electronic form in German.

3.1.
The language available for entering into the contract is German.

3.2.
Dendrit does not store the text of the contract.

4.1. Dendrit's software products are subject to a fee, with the exception of licenses for users of the educational license.

4.2.
The applicable fee is specified in the order confirmation for the customer’s order form. If Dendrit is to provide additional services that were not listed in the order confirmation for the order form, these will be invoiced separately and must be paid separately.

4.3.
All prices are generally exclusive of the statutory value-added tax applicable at the time the invoice is issued, as well as any customs duties and other taxes. If the customer is a consumer, the total price is shown as a gross amount.

4.4.
Payments are due immediately and without deduction upon receipt of the goods or services and after the invoice has been issued, unless otherwise agreed upon in the contract. The statutory provisions regarding late payment apply.

Unless otherwise agreed, all data storage media and the user documentation provided remain subject to Dendrit’s retention of title until full payment of the fee has been made in accordance with Section 4 of these General Terms and Conditions.

6.1. Under the terms of the Agreement regarding the software product, and subject to the agreement of a fee and full payment thereof, Dendrit grants the Licensee a perpetual, non-exclusive, worldwide right to use the software product. The Licensee is thereby authorized to use the software product in accordance with its intended purpose. If a specific number of workstation licenses (concurrent-user model) has been agreed upon, use may only take place within the limits of that number.

6.2.
If copyrighted materials are made available as part of training sessions or other events, Dendrit grants the Licensee a non-exclusive, worldwide right to use such materials, limited to the term of the Agreement. The Licensee may store the materials for its own purposes and reproduce them for the training of its employees. Disclosure to third parties is not permitted; the same applies to sale.

6.3.
Any modification, error correction, or reverse engineering (decompilation) of the software is prohibited, unless it is necessary for the purpose of ensuring the interoperability of an independently created computer program with the software in accordance with § 69e UrHG.

6.4.
The Licensee is authorized to make changes, additions, and other modifications to the software within the meaning of Section 69c(2) of the German Copyright Act (UrhG) only to the extent that the law expressly permits such actions. Before the customer corrects errors themselves or through third parties, they shall first allow Dendrit an opportunity to attempt to correct the error. The Licensee shall not be entitled to any rights of use or exploitation with respect to such modifications—beyond the rights of use granted under these General Terms and Conditions.

6.5.
Any use beyond this is not permitted.

6.6.
The software products created and delivered by Dendrit are the intellectual property of Dendrit. Removing or modifying copyright notices or intellectual property notices, both within the software product and in the documentation, is prohibited. In particular, the customer/user of the educational license is also not permitted to pass off Dendrit’s software product as their own or to create the legal impression that it is their own.

6.7.
The use of any equipment, devices, software, or other means of any kind to circumvent or remove the copy protection used by Dendrit is prohibited and will be subject to criminal prosecution on behalf of both Dendrit and any partner companies.

6.8.
Users of educational licenses may use the software solely and exclusively for educational purposes and not for commercial purposes.

7.1.
If a permit or license from the government or any other authority is required for the purchase, transport, or use of the product, the Licensee is responsible for obtaining such permit or license at its own expense and for providing proof thereof to Dendrit upon request. All costs and expenses incurred by Dendrit as a result of the Licensee’s failure to obtain such permit or license shall be borne by the Licensee.

7.2.
The licensee must ensure that its data is backed up regularly.

7.3.
If the Licensee has purchased the STUDIO or CALHYDRA software products, the Licensee agrees to attend the training sessions provided free of charge by Dendrit on the use of the software and thereby acquire the necessary expertise regarding the STUDIO or CALHYDRA software products.

7.4. The Licensee is solely responsible for any peripheral equipment required for the installation of the software (hardware, power supply, provision of operating personnel, etc.).

7.5.
The customer shall thoroughly test the software product prior to use to ensure it is free of defects and suitable for use within the existing hardware and software configuration. This also applies to software received by the customer under warranty and maintenance. If the customer is a business, any defects that arise must be reported immediately—that is, without undue delay—and documented in a manner that is comprehensible to Dendrit. The customer is requested to report these to Dendrit Support.

7.6.
The Customer shall grant Dendrit access to the software product for the purpose of troubleshooting and rectifying errors, either directly or via remote data transmission, at the Customer’s discretion. Dendrit is entitled to verify whether the software product is being used in accordance with the provisions of this Agreement.

7.7.
Should the Customer resell Dendrit’s software products, the Customer warrants to Dendrit that it will provide the third party with Dendrit’s General License Terms and Conditions and, in particular, inform the third party that, when using the STUDIO or CALHYDRA software product, it is obligated to participate in Dendrit’s free training sessions (see 7.3. of the General Terms and Conditions) and that proper operation of the STUDIO or CALYHDRA software product is only possible with the necessary technical expertise.

8.1.
In the event of a warranty claim, Dendrit may, at its discretion, either repair the defect or replace the defective product with a new one, provided that the customer is a business entity. This warranty applies exclusively to the delivered software.

8.2.
The statute of limitations for all warranty claims is one year and begins upon delivery or provision (and notification of the customer thereof) of the contractual items; the same period applies to other claims of any kind against Dendrit.

In cases of willful misconduct or gross negligence on the part of Dendrit, fraudulent concealment of a defect, personal injury, or defects in title within the meaning of Section 438(1)(1a) of the German Civil Code (BGB), as well as in cases involving warranties (Section 444 BGB), the statutory limitation periods apply; the same applies to claims under the Product Liability Act.

9.1. If the customer is a business entity, the customer assumes a duty to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB) with respect to all deliveries and services provided by Dendrit in performance of this contract.

9.2. The customer may only assert rights arising from other breaches of obligation by Dendrit if the customer has notified Dendrit of such breaches in writing and has granted Dendrit a grace period to remedy them. This does not apply if, given the nature of the breach, a remedy is not feasible.

9.3.
The statute of limitations for all warranty claims is one year and begins upon delivery or provision (and notification of the customer thereof) of the contractual items; the same period applies to other claims of any kind against Dendrit.

10.1. Dendrit shall always bear unlimited liability for claims arising from damages caused by Dendrit, its legal representatives, or its agents.

• in the event of injury to life, body, or health

• in the event of a breach of duty caused by willful misconduct or gross negligence

• in the case of warranty commitments, if agreed upon, or

• to the extent that the Product Liability Act applies.

In the event of a breach of material contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on whose fulfillment the contracting party may reasonably rely (cardinal obligations), due to slight negligence on the part of Dendrit, its legal representatives, or vicarious agents, liability shall be limited in amount to the damage foreseeable at the time the contract was concluded and which typically must be expected to occur.

10.2.
If Dendrit is objectively and demonstrably at fault for data loss, Dendrit shall be liable solely and exclusively for the damages that would have occurred even if regular and proper data backups had been performed.

10.3
Planning using the software products supplied by Dendrit is intended solely as a tool to assist in the calculation and design of building systems. The software products supplied by Dendrit do not replace professional knowledge and judgment regarding the results and must be verified through independent review with respect to design, safety, and suitability of the results. They are intended exclusively for professional designers. Use of these software products requires in-depth training to ensure safe and error-free operation.

Dendrit is not liable for damages caused by design errors and/or improper use of the software.

10.4.
Otherwise, claims for damages are excluded.

11.1
The place of jurisdiction for all disputes arising out of or in connection with contracts between Dendrit and the customer – provided that the customer is a merchant or a legal entity under public law – shall be Dendrit’s registered office.

11.2 The laws of the Federal Republic of Germany shall be the exclusive governing law, to the exclusion of the provisions of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).