General Terms and Conditions of YASKAWA Europe GmbH, Hauptstr. 185, 65760 Eschborn, for the use of the Download Portal SDP


 


 

1. Scope of application, service description

(1) With the Software Download Portal ("SDP"), Yaskawa offers registered users the possibility to purchase software online. 

Such software includes PC programs, firmware for embedded devices, function libraries and apps. 

Furthermore, the SDP enables the licensing of the above-mentioned software products. 

In addition, depending on the license model and agreement, updates can be provided individually and information about new features and the status of existing service agreements can be provided. 

Registered users are provided with a protected area within the SDP in which all transactions made are visible.

(2) These General Terms and Conditions apply between YASKAWA Europe GmbH ("Yaskawa") and each registered user ("User") of the Internet platform SDP including all sub-pages, functions, services, and contents belonging to it. They apply exclusively. Deviating terms and conditions of the user shall not apply in their entirety, even if the services are performed in individual cases without a contradiction of the terms and conditions of the user.

(3) In addition, the respective terms and conditions of the respective software shall apply.


 

2. Registration for the SDP

(1) Registration with Yaskawa is required to use the SDP. 

(2) The user is obliged to provide correct and complete user data when registering. This applies in particular to company name, address, country, name of the user, gender, telephone number and e-mail address ("user data"). Yaskawa has the right to demand from the User the immediate submission of documents proving the authenticity of the User Data. 

(3) For successful registration, the user must accept these General Terms and Conditions. The confirmation takes place by activating the access via an activation link, which is sent to the user by e-mail.

(4) Upon successful registration, the user makes an offer to Yaskawa to conclude a contract of use, with the inclusion of these General Terms and Conditions.

(5) Yaskawa is not obliged to accept this offer. If Yaskawa rejects this offer, the access data selected by the user (username, password) will be blocked.

(6) Registration is permitted to legal entities, partnerships, commercial enterprises, and tradesmen.


 


 

3. Access data, user information

(1) The user bears sole responsibility for the content of his registration and the user data transmitted in this context. The user guarantees the truthfulness of his user data and must ensure that he has the necessary rights for all content displayed or made available by him on the website.

(2) User information must contain all data relevant to a contract to be concluded with other users. No data may be withheld, and no data may be provided that could lead to a misinterpretation of the user information. 

(3) The user is obliged to keep all user data up to date during the agreement within the framework of these terms of use.

(4) The user is prohibited from disclosing his access data to third parties. In particular, it is not permitted to use the portal by persons other than the registered person(s). Additional users can be registered only after activation of the access data. Users must keep their password secret and carefully secure their access data. Users are obliged to inform Yaskawa immediately if there are indications that a user access has been misused by third parties. If, through the fault of the user, unlawful use of the access data by third parties should occur, the user is obligated to reimburse Yaskawa appropriately for the damage incurred. The costs arising from such use shall be borne by the user.

(5) Yaskawa reserves the right to delete user accounts of incomplete registrations after a reasonable period of time. The same applies to user accounts which have not been used for a longer period of time. Before deleting such an account, Yaskawa will inform the user in due time. If the account is subsequently used again, it will not be deleted.


 

4. Use of the portal

(1) With the Software Download Portal ("SDP"), Yaskawa offers registered users the possibility to purchase software online. Such software includes, among others, PC programs, firmware for embedded devices, function libraries and apps. 

Furthermore, the SDP enables the licensing of the above-mentioned software products. 

In addition, depending on the license model and agreement, updates can be provided individually and information about new features and the status of existing service agreements can be provided. 

Registered users are provided with a protected area within the SDP in which all transactions made are visible. Prerequisite for the use is the agreement to the respective individual license conditions of the individual applications. Therefore, the terms and conditions of the respective applications (e.g., software licenses) also apply.

(2) The use is subject to the laws of the Federal Republic of Germany, including any export control regulations. User information provided must comply with these laws, in particular with good morals. If this is not the case, Yaskawa will delete this information and, if necessary, take legal action against the respective user.

(3) Users may not use addresses, e-mail addresses and other contact data and data obtained using the SDP for any other purpose than for contractual and pre-contractual communication. In particular, it is prohibited to resell this data or to use it for sending advertising, unless the respective user has expressly consented to this in advance or has not objected to it in accordance with the applicable legal provisions.

5. Prices for the use of the portal, payments

(1) For registered users, the use of the portal is free of charge. 

(2) Corresponding separate fee-based contracts are concluded with users. The agreements in these separate contracts regulate the rights and obligations of the parties and apply without restriction.


 

6. Sanctions, blocking

(1) Yaskawa may take the following measures if there are concrete indications that a user violates legal regulations, the GTCs of Yaskawa, the rights of third parties or if Yaskawa has another legitimate interest, in particular to protect users from fraudulent activities:

When choosing a measure, Yaskawa will take into account the legitimate interests of the user concerned. In particular, whether there is evidence that the user is not responsible for the violation.

(2) Yaskawa may permanently exclude a user from using the SDP services if:


 

(3) There is no entitlement to restoration of the blocked user account after a user has been permanently blocked. A blocking or termination has no effect on the validity of contracts that have already been concluded. As soon as a user is blocked, this user may not log in again and may also no longer use the SDP services with other user accounts.


 

7. Change in the scope of services provided by Yaskawa

(1) Yaskawa may change the website and its functions within the scope of the further development of the service offer without this constituting a defect, provided that the achievement of the purpose of the contract is not jeopardized and the change is reasonable for the user. The changes are an essential part of the service offer of Yaskawa. In particular, the further development includes the adaptation to the technical and legal progress and takes into account the requirements of the users for the use of the website.

(2) Changes with negligible influence on previous functions do not constitute changes in performance in this sense. This applies in particular to changes of a purely visual nature, changes in the arrangement of functions and if the change is of a purely technical or procedural nature without any significant impact on the user. 

(3) Yaskawa points out that the permanent availability of free user content is not guaranteed.

8. Duration of contract

(1) The user contract can be terminated by interested parties at any time. The termination by the interested party can be made to Licensing@yaskawa.eu or by mail to Yaskawa or by deleting their own account.

(2) The regulations regarding the duration of the contract with regard to customers are regulated in a separate contract.


 

9. Accessibility, Maintenance, Liability of Yaskawa

(1) Yaskawa does not guarantee the permanent availability of the Portal. However, maintenance or foreseeable failures will be announced in due time via the SDP. 

(2) Yaskawa is not liable in case of disruptions caused by force majeure for which Yaskawa or its vicarious agents are not responsible, e.g. due to strike, riots, natural disasters, official orders and technical disruptions for which Yaskawa is not responsible. 

(3) Yaskawa shall be liable without limitation for intent and gross negligence (also of its legal representatives and vicarious agents) as well as for injury to life, body, and health. Yaskawa shall also be liable without limitation for the provision of guarantees and warranties if a defect covered by such guarantees or warranties triggers the liability. There shall also be no limitation in the case of liability arising from endangering facts (in particular according to the Product Liability Act). A possible liability according to the principles of recourse of the entrepreneur according to §§ 478 f. BGB remains unaffected.

(4) In the event of any other culpable breach of essential contractual obligations (cardinal obligations, see para. (9)), the remaining liability of Yaskawa shall be limited to the foreseeable damage typical for the contract.

(5) In all other respects, liability - irrespective of the legal grounds (in particular claims arising from the breach of main and secondary contractual obligations, tort and other tortious liability) - is excluded.

(6) The same (exclusions, limitations, and exceptions thereto) shall apply to claims arising from culpa in contrahendo.

(7) In the case of reimbursement of expenses (with the exception of those pursuant to §§ 439 II, 635 II BGB), these provisions shall apply accordingly.

(8) Any exclusion or limitation of our liability shall also apply to the legal representatives and vicarious agents of Yaskawa. 

(9) A reversal of the burden of proof is not intended. Cardinal obligations are essential contractual obligations, i.e. such obligations which give the contract its character and on which the contracting party may rely; these are thus the essential rights and obligations which create the prerequisites for the performance of the contract and are indispensable for the achievement of the purpose of the contract.


 


 

10. Metadata and consent to use information and content

(1) The SDP generates "metadata" which is intended to serve in particular as a basis for sales management.

(2) The metadata is generated on the basis of data that do not constitute trade or business secrets and is typically of a public nature. This includes in particular information on the company (e.g. location, number of employees, industry, machinery) and on the manufacturing capabilities (e.g. materials and workpiece sizes).

(3) Data relating to contracts between users as well as contracts between users and Yaskawa (e.g. details of the contractual partner and scope of the order) will be treated confidentially by Yaskawa. Yaskawa reserves the right to disclose data to companies affiliated with Yaskawa, as well as to Yaskawa Electric Corporation, 2-1 Kurosakishiroishi, Yahatanishi-ku, 806-0004 Kitakyushu, Japan and Yaskawa America Inc, Corporate Headquarters, 2121 Norman Drive South, 60085 Waukegan IL, USA. Yaskawa will not share data with other third parties unless required to do so by law.

(4) Processing for the aforementioned purposes is anonymized, i.e. without identifiable personal information. Personal and contact details of users are only part of the metadata if they are also public details of the company, such as details of the publicly accessible telephone number or e-mail address.

(5) Declaration of consent: The user agrees that the information provided on the portal may be used by Yaskawa for the generation of metadata, in particular for the aforementioned purposes, such as the use for sales management or other market research. 

The user does not transfer any ownership of the data to Yaskawa, but only a permission of use, i.e. the user's own right to use his data is not restricted. The user declares that they are authorized to make the entries in the Yaskawa online portal and to grant permission to use and generate metadata. Furthermore, the user declares that the information on the SDP does not constitute trade or business secrets. The user's statutory rights of revocation shall remain unaffected.

(6) When generating the metadata, the legal data protection regulations are observed. Further information can be found in the Yaskawa privacy policy.


 

11. Privacy

Yaskawa collects, processes, and uses personal data of the user for the purpose of concluding and executing the contract. More detailed information on the nature, scope and purpose of the collection, processing, and use of personal data of customers is contained in our privacy policy. Further information on data protection can be found at https://www.yaskawa.eu.com/meta/privacy-statement. Data subject rights can be asserted at any time by noting "to the data protection officer" at data-protection@yaskawa.eu.com.


 


 

12. Place of jurisdiction and other conditions

(1) The services, their performance and all disputes arising therefrom shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for disputes shall be the place of business of Yaskawa. However, Yaskawa is also entitled to choose another admissible place of jurisdiction.

(3) The customer is not entitled to transfer and/or assign claims against Yaskawa based on this agreement to third parties without the prior written consent of Yaskawa. 

(4) Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions, unless the provision of the validity of the remaining terms and conditions of use is mandatory by law. Should one or more of the above provisions be invalid, the parties are obliged to agree on a provision that economically corresponds to the invalid provisions. The same shall apply in the event of loopholes.