General Terms and Conditions
ela-soft GmbH (valid as of 2016)
1. General provisions
These General Terms and Conditions control the transfer of software as well as the provision of services and labour between ela-soft GmbH (referred to as ‘ela-soft’) and its customers. Customer terms and conditions apply only if ela-soft expressly agrees to these in writing.
The services to be provided by ela-soft are based on the written offer provided by ela-soft and the order confirmation.
Technical or other standards, the adherence to which is not obligatorily required by law, shall only be adhered to by ela-soft, if this is expressly included in the offer or the order confirmation.
ela-sot is entitled to additionally contract the provision of services by third parties (subcontractors).
Scope of delivery
2. Scope of delivery
ela-soft delivers software to the customer either on a data carrier or via a download, along with the relevant licence certificate. ela-soft shall amend the documentation to the software either electronically, or will provide the documentation electronically available for download. If it is clear from the order that the scope of supply does not include documentation, then it must be purchased separately. Without an express agreement, the documentation shall be provided in English or in the relevant language of the country of the Customer. There exists, however, no claim concerning the supply of documentation in the language of the Customer.
ela-soft will provide the Customer with a licence key if the software would require a licence key to make it technically available. This does not apply if the customer does not purchase any usage rights for the software according to the order.
The Customer shall receive along with the licence certificate a non-exclusive, time-unlimited right to install and use the software according to the licence certificate for the purposes described in the order and a the location of installation described in the order.
The provision of rights is conditioned on the time of complete payment.
Information concerning usage by US government offices: The software is commercial computer software.
Customer obligations/ Transfer to third parties
3. Customer obligations/ Transfer to third parties
The provision of the agreed-upon services by ela-soft requires the cooperation of the Customer. In order to adhere to their obligation to cooperate, the Customer shall employ appropriately qualified employees.
The Customer is obligated to provide a system environment according to the requirements stemming from the order, the licence certificate and the relevant documentation. The Customer shall in particular provide the information, documentation, premises, technical environments and relevant persons required for the provision of services on time and without charge. The Customer will inform ela-soft without delay on time about changes to conditions that may influence the services of ela-soft.
If the Customer does not come through with their obligation to cooperate as required, then ela-soft, without prejudice to further rights, may demand changes to the schedule and the remuneration. Costs of delay caused by such improperly provided cooperation services may permit ela-soft to charge these to the customer at the relevant general interest rates.
The Customer is responsible for the regular protection of their data. They are permitted to make backup copies.
The Customer is not permitted to lease out or sublicence the purchased software. They may not alter the software. If an adaptation of the software is permitted in any individual case or required for the purpose of assurance of interoperability, then the Customer must notify ela-soft before they proceed with the adaptation in agreement with ela-soft. Ela-soft may require appropriate remuneration for this agreement.
The Customer is permitted to sell the software to third parties, as long as the purchasing third party expresses beforehand their acknowledgement of the continuation of application of these general terms and conditions with respect to ela-soft. In case of sale, the Customer is obligated to provide ela-soft with the full address of the relevant third party.
With the sale, the right of the Customer to use the software expires. They are obligated to completely delete the installed software, and to transfer to the purchasing third party all copies, or to delete these copies.
Payment conditions and mutual settlement
4. Payment conditions and mutual settlement
The prices are to be understood as net of the relevant applicable statutory turnover tax. Invoices are payable upon their receipt without any deductions. Should the Customer not provide payment within 14 days from the maturity and receipt of the invoice, they are considered to be in default.
In case of remuneration based on time and resources, the relevant work and travel times are charged at the relevant prices in force.
A person-day spans eight (8) hours of work time. Person-days not provided in pull are remunerated according to the relevant share based on half-hours.
As long as the offer would not contain divergent provisions, travel costs and allowances are charged separately as applicable and as reasonable.
The Customer may enact mutual settlement only with respect to such claims that are undisputed and legally established.
The Customer only has a withholding right only with respect to such claims that stand in direct relation to this contract.
ela-soft may deny the execution of contractually agreed services if the Customer is in default with the execution of their obligation to provide payment or with does not render other contractual obligations on time or at all.
Industrial property rights and copyrights/ legal defects
5. Industrial property rights and copyrights/ legal defects
As long as nothing else is agreed upon, ela-soft is obligated to provide the services solely in the country of the point of delivery free of any intellectual property rights and copyrights of third parties (referred to as ‘trade mark rights’). If a third party would raise substantiated claims against a customer due to the violation of copyrights due to software supplied and used contractually by ela-soft, then ela-soft is liable against the customer within the deadline described under p. 6.3, as follows:
ela-soft, according to its own choice, at its own expense, shall either obtain a usage right concerning the relevant software, change it so that the copyright is no longer infringed, or replace it. If ela-soft would not be able to do this on reasonable conditions, then the Customer shall have the statutory right of withdrawal or reduction.
The obligation of ela-soft to provide damage compensation is based on item 7. The obligations of ela-soft described above only apply, as long as the customer immediately notifies ela-soft about the claims raised by the third parties, if they do not recognise the infringement and if ela-soft remains at liberty to use all measures of defence and conduct settlement negotiations. If the Customer would halt the usage of this software for reasons of damage reduction or for other important reasons, then they are obligated to inform the third party that the cessation of use does not equal any sort of recognition of the violation of copyright.
Customer claims are excluded if they are responsible for the violation of the copyright.
Customer claims are further excluded, if the violation of usage rights was caused by special requirements of the customer, by an application not foreseeable by ela-soft, or by the fact that the Customer changed the software or uses it in conjunction with products not supplied by ela-soft.
In case of copyright infringements, there apply accordingly in addition the provisions under p. 6 to the claims governed by p. 5.1 a).
In case of other legal defects, there apply accordingly the provisions of p. 6. Further claims of the Customer against ela-soft and its execution affiliates due to legal defects are excluded.
6. Material defects
Ela-soft guarantees the agreed upon design. It is based on the offer and the order confirmation. Ela-soft is liable for material defects as follows:
Flawed software will be, at the choice of ela-soft, repaired free of charge or delivered anew, as long as the cause of the material flaw was already in place at the time of transfer of risk. Repair of flaws is also considered to be any situation, in which ela-soft shows to the Customer possible options to avoid the effects of the flaw.
Information concerning the design or options of use of the software – even if these are described as guarantees – do not constitute representations as understood by par. 443 and 444 of the German Civil Code (Germ. Bürgerliches Gesetzbuch, BGB), unless they are expressly designated in writing as such representations with reference to the statutory provisions.
Claims of supplementary execution expire 12 months after the statutory commencement of the limitation period. The same applies to withdrawal and reduction. This limitation period does not apply if the law provides for longer periods according to par. 438 section 1 and no. 2, as well as par. 479 section 1 of the German Civil Code, in case of malice, malicious concealment of the flaw as well as in case of non-adherence to the guarantee of design. The statutory provisions concerning the suspension of expiry, expiry and renewal of the period remain unaffected.
Reports of flaws by the Customer must take place immediately and in writing.
If a flaw is reported in error, then ela-soft is entitled to demand reimbursement for the costs borne according to the relevant current Customer price list.
ela-soft must be provided with the possibility of supplementary performance within a reasonable period allowing at least two attempts at repair. If ela-soft is unable to conclude the supplementary performance within this time, then a reasonable last additional deadline is to be determined.
Claims are void in case of only minor divergences from the agreed design. No warranty also arises in case of non-reproducible software errors, as well as in cases of unprofessional attempts at repair by the customer or by a third party.
In case of a data loss for which ela-soft would be responsible, ela-soft is only liable for the recreation of the data for the effort that is required with proper data security of the Customer in place.
Damage compensation claims of the Customer are only valid according to the provisions of p. 7, and expire one year after the violation of any obligation, if there is no liability due to malice.
Damage compensation claims
7. Damage compensation claims
In all cases of contractual and extracontractual liability, ela-soft will provide damage compensation exclusively based on the following provisions.
Liability for damage caused by ela-soft or an supporting third party is excluded. This does not apply in case of liability base on the following:
According to the German Product Liability Act (Germ. Produkthaftungsgesetz)
in case of malice, fraud or grave negligence
in case of non-adherence to a warranty taken over
in case of culpable damage to life, limb or health
due to culpable violation of material contractual obligations
The damage compensation claim and the violation of material contractual obligations are, however, limited to typical, foreseeable damages as long as none of the other listed cases is at hand.
The preceding provisions do not include a change of the burden of proof to the disadvantage of the Customer.
Licence usage audit
8. Licence usage audit
The Customer is obligated to permit ela-soft once per year, upon request, to test the contractual usage of the software. ela-soft may execute the test themselves or contract the test with a third party obligated to maintain confidentiality. ela-soft shall announce the test in writing at least seven (7) working days in advance. The test may take place at the premises of the Customer at their regular business hours.
If the test would reveal usage of the software by the Customer that does not adhere to the contractual provisions, then ela-soft is entitled to charge to the customer a lump sum compensation in the amount of the licence fees that apply according to the current price list for the extended use. Furthermore, the Customer shall bear the Customer is to bear reasonable costs of the test. ela-soft reserves the claim to higher compensation against a relevant proof.
9. Miscellaneous provisions
In case of legal ineffectiveness of individual provisions, the remainder of these Terms and Conditions, as well as further agreements between ela-soft and the Customer, remain binding. Contractual loopholes are to be amended according to the economic purpose of the agreement.
There are no additional oral agreements. The Terms and Conditions may only be amended or lifted in writing. This also applies to the requirement of written form.
The exclusive court seat for all disputes arising out of or in relation to the contract is Berlin, Germany. Exclusively German law applies, with the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.
ela-soft GmbH (ela-soft GmbH), Breitenbachstraße 10, 13509 Berlin/Germany take the protection of personal data of their customers and prospective customers very seriously and comply with the data protection legislation. In no case will the collected data be sold.
The following information explains how ela-soft guarantees this protection and which data is collected for which purpose; furthermore, users agree with the necessary use of data and are informed about their rights.
- Personal dataPersonal data is all data related to the user personally, e.g. name, address, e-mail addresses.
- Responsible party and data security administratorThe responsible party in accordance with Art. 4 Para. 7 of EU Data Protection Basic Ordinance (DS-GVO) within the sense of data protection laws is
ela-soft GmbH, Breitenbachstraße 10, 13509 Berlin, Germany.
Contact data of data security administrator:
Data security administrator
Gretsch-Unitas GmbH Baubeschläge
Phone +49 7156 301-660
Fax +49 7156 301-77660
- Data securityela-soft takes all necessary technical and organisational security measures to protect personal data against misuse and loss. All data is stored in a secure operating environment which is not publicly accessible.
Where possible, confidential data is transferred using the HTTPS protocol with SSL certificate encryption.
- Data processingWhen users visit www.g-u.com or www.g-u.de, the ela-soft web server temporarily saves the connection data of the requesting computer (IP address) for system security purposes as standard (legal basis is Art. 6 Para. 1 p. 1 lit. f of DS-GVO),
- identification data of the browser and operating system type,
- ela-soft webpages visited,
- date and duration of the visit.
Additional personal information such as name, address, telephone number or email address is not collected unless these details are provided on a voluntary basis, eg in the context of a registration, a survey, a competition, or when executing a contract or requesting information. ela-soft cannot allocate the automatically collected data to specific individuals. A compilation of this data with other data sources is not made, in fact it is deleted after a statistical analysis.
ela-soft also captures and stores all the information users enter on the website or transmit to ela-soft in any other way. Such data concerns eg:
- Offer data
- Order details
- calculation data
- and data of general nature
ela-soft uses the personal data provided by users solely for the purpose of technical administration of the webpages and to fulfil the wishes and requirements of users, i.e., generally for the preparation and execution of contracts, for the provision of goods and services, for the settlement of payments, for necessary checks and to facilitate ordering or booking by creating user accounts, or to respond to an inquiry.
ela-soft also uses information to improve the websites www.g-u.com and www.g-u.de, to prevent or detect abuse and fraud, or to enable third parties to carry out technical, logistical or other services for ela-soft.
Only if the user has previously given consent or if – to the extent stipulated by legal regulations – no opposition was lodged, will ela-soft use this data for product-related surveys and marketing purposes.
A transfer or other transmission of personal data to third parties occurs only to the extent described below:
- If a disclosure is necessary for the processing of contracts
- If the user has expressly consented
Anonymised data (if an assignment to a particular person is not possible) may be used by ela-soft for statistical purposes and also passed on to third parties.
- Rights of the userThe user has the following rights regarding the personal data we hold for this particular user:
- Right to information,
- Right to amendment or deletion,
- Right to limitation or processing,
- Right to object to processing,
- Right to data transferability.
The user also has the right to complain to the data protection supervisory authority about our processing of his/her personal data. One such authority is: the regional representative for data protection and freedom of information in Berlin.
Friedrichstraße 219, 10969 Berlin
Tel.: +49 (0)30 13889-0
Fax: +49 (0) 30 2155050
The user can withdraw permission to process his/her data at any time. A cancellation of this kind affects the legitimacy of processing personal data once the user has declared this to us.
Whenever the processing of your personal data on our part is based on the assessment of interests, users are entitled to object to such processing. This is the case if processing is not a prerequisite for fulfillment of a contract with the users in particular, which is shown by us in each case alongside the description of the functions which follows. When an objection of this kind is lodged, we ask for an explanation of why we should not process the personal data in the manner in which we have done so. If an objection is justified, we check the situation and either stop processing the data, adapt it accordingly or provide compelling reasons worthy of protection for continuing with the processing.
Users can of course object to the processing of their personal data for advertising and data analysis purposes at any time. Users can use the following contact information to inform us about their objection to advertising: privacy(at)ela-soft.com
- Duration for which the personal data is saved
Unless stipulated otherwise, the criterion we use to define the storage time for personal data is the relevant statutory retention period. Once this period has expired the data is deleted, providing it is not required for fulfillment or initiation of a contract.
- Statutory or contractual regulations for provision of the personal data
The provision of personal data is partly, e.g. due to tax regulations, prescribed by law or can arise from contractual regulations (e.g. information on contracting party). In order to conclude a contract, it may sometimes be necessary for a relevant person to provide us with personal data which we subsequently are required to process. This would be obligatory if for example our company concludes a contract with the person. If the personal data were not provided the contract could not be concluded. The person concerned must contact one of our employees before providing personal data. Our employee explains to the relevant person based on the specific case whether the provision of personal data is a legal or contractual requirement, whether there is an obligation to provide the personal data and the consequences of not providing the personal data.
- Existence of automatic decision-making
Automatic decision-making or profiling does not take place.
In several places on the website www.g-u.de or www.g-u.com, cookies are used which serve to make the site more user-friendly, effective and safe. Cookies are small text files which allow for users to be recognised. Cookies are small text files which allow
for users to be recognised. They are stored by the browser memory on the computer of the user. Most of the cookies used by ela-soft are so-called “session cookies”. A so-called session ID is stored in the cookie which can be used to assign various browser requests to the shared session. This allows us to identify the computer when the user returns to our website. These are automatically deleted after the user has left the website.
Using the website is also possible without cookies. Users can deactivate the storage of cookies in their browser, limit the storage to specific websites or adjust their browser in such a way that it notifies about the sending of a cookie. Users can also delete cookies from their hard disc. Users can configure their browser setting according to their requirements and e.g. accept third-party cookies or reject all cookies. We warn users that they may not be able to use all functions of this website; in this case only certain contents will be displayed on the pages and restrictions will be imposed on the user guidance.
- Web analytics tool Google Analytics
This website uses Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses “cookies”, which are text files placed on your computer, to help the website analyse how users use the site. The information generated by the cookie about your use of the website will be transmitted to and stored by Google on servers in the United States.
In case IP-anonymisation is activated on this website, your IP address will be truncated within the area of Member States of the European Union or other parties to the Agreement on the European Economic Area. Only in exceptional cases the whole IP address will be first transferred to a Google server in the USA and truncated there. The IP-anonymisation is active on this website. Google will use this information on behalf of the operator of this website for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing them other services relating to website activity and internet usage.
tools.google.com/dlpage/gaoptoutThe following Google Analytics link can be used as an alternative to the browser add-on or within browsers on mobile devices Set Google Analytics Opt-Out-Cookie to prevent logging by Google Analytics within this website in future (the opt out only works in the browser and only for this domain). An opt-out cookie will be stored on your device. If users delete these cookies in this browser, they must click on this link again. The legal basis for acquisition and storage of this data is Art. 6 Para. 1 lit. f DSGVO. The data is deleted after 14 months.
10a. Google Maps
If customers wish to receive the Newsletter offered on the website, ela-soft requires an e-mail address and information granting permission to carry out the check to verify whether the owner of the e-mail address consents to receiving the Newsletter (double opt-in method). Furthermore, when registering for the Newsletter, we save the IP address assigned by the Internet-Service-Provider (ISP) to the computer system used by the relevant person at the time of registration, and also the date and time of registration. This data must be saved in order to be able to trace back (possible) misuse of the e-mail address of the person concerned at a later date and also serves as a legal safeguard for the person responsible for processing. The personal data acquired when registering for the Newsletter is used exclusively for distribution of our Newsletter. Furthermore, subscribers to the Newsletter may be informed by e-mail, where necessary for operation of the Newsletter service or in order to register for the service, as might be the case if changes were made to the Newsletter offering or if technical circumstances were to change. Personal data is not forwarded to third parties, apart from our e-mail provider INXMAIL as part of the Newsletter service. We have concluded an order processing agreement with the provider VerticalResponse / Deluxe Small Business Sales, Inc, 550 Kearny Street, Suite 710, San Francisco, CA 94108.
By using individual Newsletter functions we can automatically trace as a standard procedure which contents of our Newsletter are especially interesting to our customers, which mail they open and which link they click. We only use the results of these pseudonymised evaluations to improve our offering. The results are not assigned to any particular person. You can of course at any time opt out of the pseudonymised evaluation of your data which we carry out to improve our offering by sending a short written notification to this effect to the addresses below. The subscription to our Newsletter can be cancelled at any time by the relevant person. Once the relevant person has granted us permission to save his/her personal data for dispatch of the Newsletter, he/she can also withdraw it at any time. A corresponding link is provided in every Newsletter for this purpose. Furthermore, it is possible to opt out of receiving the Newsletter directly on the website of the party responsible for processing or by notifying this party via another route.
- Further information
The user is aware of the fact that, even with the current state of technology, privacy for data transmissions on the Internet cannot be guaranteed. In this respect, users themselves are responsible for the security of the data they transmit online.
Information requirements according to § 36 VSBG:
We are not participating in a scheme for dispute resolution before a consumer arbitration board. Nevertheless, the German Act on Alternative Dispute Resolution for Consumer Disputes (VSBG) requires that we refer to a consumer arbitration board that can be contacted via the net.
Allgemeine Verbraucherschlichtungsstelle des
Zentrums für Schlichtung e. V.
Straßburger Str. 8
Web address: www.verbraucher-schlichter.de
Online Dispute Resolution in accordance with art. 14 para. 1, ODR-Regulation: The European Commission provides a platform for online dispute resolution, available on ec.europa.eu/consumers/odr/>
Phone no.: +49 30 891003-0
Fax no.: +49 30 891003-22
Representing general manager:
Julius von Resch
Court of registration:
HRB 114128 B
Turnover tax identification no.
according to § 27 a of the German Turnover
Tax Act (Germ. Umsatzsteuergesetz):
Kontaktdaten des Datenschutzbeauftragten:
Gretsch-Unitas GmbH Baubeschläge
Telefon +49 7156 301-660
Telefax +49 7156 301-77660
We explicitly oppose the use of contact details published on the www.ela-soft.com website for sending advertising and information material which has not been specifically requested by us.
Head office Berlin Germany
Offenbach branch office Germany
+49 30 891003‑0
+49 30 891003‑69
South-eastern office Germany
Hamburg branch office Germany
Group of Companies Gretsch-Unitas
+49 7156 301‑0
+49 7156 301‑293
Velbert branch office Germany
+49 30 891003-77
+49 30 891003-79
South-western office Germany
Dubai branch Office
DSO Headquarters Building
4th Floor, C & D Wing P.O. Box 341041
Dubai Silicon Oasis Dubai U.A.E
+971 4 3724635
+971 4 5015777