General Terms and Conditions for the Use of the Calaios Platform by Guides
Status: 23 October 2021
1.1 Calaios GmbH, Eupener Straße 165, 50933 Cologne ("Provider") operates via its website calaios.eu the digital brokerage platform Calaios ("Platform"). Via the platform, entrepreneurs within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch) can act as organiser:in ("Organiser") online events, such as online tours, lectures and workshops, in the field of art, culture, nature and science ("Services") directly to interested customers ("Participant") distribute.
1.2 The Platform offers Event Leaders who register on the basis of these General Terms and Conditions ("Guide-AGB") register on the platform ("Guides") the opportunity to apply for themselves and their services and to carry out services for one or more organisers.
1.3 These Guide GTC govern the contractual relationship between the Provider and the Guide (together "Parties"), on the basis of which the Guide may use the Platform ("Contract").
1.4 The prerequisite for the use of the platform is that the guide is an entrepreneur within the meaning of Section 14 of the German Civil Code. The guide must provide evidence of entrepreneurial status by means of suitable documents, in particular a current business registration or a current extract from the commercial register.
1.5 The Guide acknowledges the validity of these Guide GTC as the exclusive contractual basis for the use of the platform. Any conflicting General Terms and Conditions of the Guide are excluded, even if the Provider does not expressly object to them.
For clarification: Deviating, conflicting or supplementary general terms and conditions of the guide can only become part of the contract if and to the extent that the provider has expressly agreed to their validity in writing. These Guide Terms and Conditions do not affect other existing contracts between the Provider and the Guide.
1.6 With regard to the contracts for the performance of services of the Organisers by the Guide, which the Guide concludes with the respective Organisers ("Guide contracts"), the provider acts exclusively as an intermediary. The exclusive contractual partner of the guide with regard to guide contracts is the respective organiser. The guide concludes all guide contracts in his or her own name and for his or her own account with the respective organiser and is responsible for the proper fulfilment of the guide contracts and the performance of the services concerned.
1.7 Insofar as the provisions of these Guide T&C conflict in individual cases with the provisions of the General Terms and Conditions for the use of the Calaios platform by participants (available at calaios.eu/agb) ("Participant GTC") with regard to the rights and obligations of the guide in his role as "guide", these Guide GTC take precedence over the provisions of the Participant GTC.
2 Content and scope of services
2.1 From the conclusion of the contract and during the term of this contract, the Provider offers the Guide the free use of the functional scope of the platform as it exists on the website at the time of submission of the application for activation. calaios.eu available to you in accordance with these Guide Terms and Conditions.
2.2 The Provider shall be entitled to use subcontractors at its discretion for the performance of all obligations and provision of all services under this Contract.
2.3 The scope of functions of the Platform includes in particular the following:
2.3.1 As part of the activation of the "Guide" role (as described in Clause 3.1), the Guide receives access to a Guide profile (as described in Clause 4.1) via his Guide account (as described in Clause 3.1.4), on which he can present and advertise himself and his services.
2.3.2 The Guide may receive requests from Organisers in relation to the provision of Organiser Services and may confirm or decline the requests (as described in Clause 5).
2.4 The technical design of the platform enables the Guide to fulfil legal information obligations towards the organisers and participants ("Information requirements"). In particular, the guide is given the opportunity to provide an imprint as well as further information, if necessary partly by linking.
3 Activation and conclusion of contract as guide; activation as organiser
3.1 Activation as a guide and conclusion of contract
3.1.1 The use of the Platform by the Guide in the role of "Guide" and the conclusion of the Agreement requires the registration of the Guide on the Platform with the role of "Participant" and the activation of the role of "Guide" (as described in this Section 3.1).
3.1.2 The registration of the Guide on the Platform with the role of "Participant" is exclusively based on the "General Terms and Conditions for the Use of the Calaios Platform by Participants" (available at calaios.eu/agb).
3.1.3 The "Guide" role is generally activated by the Guide himself/herself and on his/her own responsibility in the area of the Platform reserved for Guides. If the activation is not carried out at the instigation of the guide, but by a third party, the third party assures that it is authorised to do so. There is no entitlement to activation of the "Guide" role or use of the Platform with this role.
3.1.4 The Guide makes a binding offer to activate the role of "Guide" and a corresponding user account ("Guide account") by providing the Guide on the Platform at calaios.eu/profile with all the information marked as required for the activation of the role of "Guide" and clicking on the "Activate" button ("Application for activation"). In particular, the guide must provide all legally required contact and business information (including imprint). Until clicking on the "Activate" button, the guide can cancel the activation process at any time or change the information provided by deleting, adding or correcting the information provided in the various fields or by closing the web browser or tab. After completing the activation process, the guide can change the information provided in the guide account at any time.
3.1.5 The contract between the Provider and the Guide is concluded by the Provider sending a confirmation of the activation of the role "Guide" to the e-mail address that the Guide provided when registering on the Platform with the role "Participant" immediately after receipt of the application for activation. This confirmation constitutes the acceptance of the application for activation by the Provider ("Conclusion of contract"). With the confirmation of the activation, the guide receives access to his guide account. The guide account is accessed using the same e-mail address and password that the guide selected when registering on the platform with the role "Participant" ("Login data"). The login data may only be used by the guide and his employees. The guide is obliged to keep all login data secret and to protect it from unauthorised access by third parties.
3.2 Additional activation as organiser
3.2.1 In addition to the activation of the role "Guide", the guide is free to apply for the activation of the role "Organiser" on the platform.
3.2.2 The application for activation of the "Organiser" role by the Guide as well as the subsequent use of the platform in the "Organiser" role are subject to the "General Terms and Conditions for the Use of the Calaios Platform by Organisers" (available at calaios.eu/agb) as amended from time to time. The guide has no claim to activation of the role of "organiser" or use of the platform with this role.
4 Guide profile; Prohibited content
4.1 After successful activation of the role of "Guide" (as described in section 3.1), the Guide shall receive access to his Guide account via the Platform, through which the Guide can present himself and his services on a Guide profile and advertise them to Organisers and Participants. The guide can change the information and content published on the guide profile via the guide account. The guide may not post any information or use any images on his guide profile that refer to external sales opportunities for his services outside the platform or violate the rights of third parties or requirements under fairness or competition law.
4.2 The Provider does not undertake any pre-screening of the services, images, texts and other content that the Guide posts or promotes on the Platform ("Contents"). Content that violates the rights of third parties (for example, personal rights, rights to one's own image, copyrights, trademark rights, etc.) or otherwise violates official orders or applicable law (for example, youth protection or data protection regulations) or that is discriminatory, violent or glorifies violence, obscene, insulting, sexist, racist, xenophobic, pornographic or clearly sexual or can be understood as such ("Prohibited contents"), the guide may not post on the platform.
5 Involvement by organisers and conclusion of guide contracts
5.1 After successful activation of the role of "Guide" (as described in section 3.1), the Guide may receive requests from Organisers via the Platform to provide Organiser services. The guide may reject or accept requests at his own discretion.
5.2 If the Guide agrees to the request of an Organiser to guide a service, the Provider shall forward the declarations of intent of the Guide and the Organiser for the conclusion of a Guide Contract between the Guide and the Organiser. The performance of the service concerned by the Guide is governed by the provisions of the respective Guide Contract.
6 Rights and Duties of the Guide; Indemnity
6.1 The Guide is not permitted to register more than once with the same company on the Platform and to activate the role "Guide" more than once. For the avoidance of doubt, an additional application by the Guide to activate the role of "Organiser" (as described in section 3.2) is permitted.
6.2 The guide is obliged to refrain from all measures that jeopardise or disrupt the functioning of the platform and not to access data (in particular data of participants) or process data that he is not authorised to access or process. The guide shall ensure that the information and data transmitted via the platform are not infected with harmful computer programs, such as viruses, worms, Trojan horses or other malware.
6.3 The guide is obliged to fulfil all information obligations on the platform. To this end, the guide must provide the provider with the information required by law and keep this information up to date at all times. If this information is made available by agreement with the provider through links that lead to websites outside the platform, the guide must ensure that this information is available at all times.
6.4 The Guide may only process personal data received from Participants, the Organiser, the Provider or otherwise under this Agreement in accordance with applicable data protection law.
6.5 The guide is obliged to regularly back up the content posted in the guide account and data accruing in connection with the fulfilment of the guide contracts.
6.6 The guide is obliged to keep the information provided in the guide account up to date and to notify the provider without delay of any changes to the information provided to the provider within the scope of the conclusion of this contract; this includes, in particular, information on the guide's contact and business information.
6.7 In the event of attacks by third parties on the platform, the guide is obliged to cooperate with the provider and to provide existing information.
6.8 The guide will indemnify the provider against all claims asserted by third parties against the provider due to the infringement of their rights or due to legal violations based on prohibited content on the platform, insofar as the guide is responsible for these legal violations or infringements. In this respect, the guide also assumes the reasonable costs of a necessary legal defence of the provider.
7 Rights and Duties of the Provider
7.1 The Provider is entitled to immediately block or remove prohibited content on the Platform; the same applies if the Provider is obliged to do so due to a complaint by a third party, a court ruling or by law.
7.2 In the event of justified suspicion of misuse, for example unauthorised use of the guide account by a third party, the guide will inform the Provider of this immediately. As soon as the guide becomes aware of unauthorised use, the guide is obliged to change his or her login data immediately. In individual cases, the Provider will temporarily block the Guide's use of the platform at its reasonable discretion in order to prevent further misuse.
7.3 Furthermore, the Provider is entitled to temporarily block the Guide's access to the Platform if (i) the blocking is necessary for technical reasons, (ii) the Provider is legally, judicially or officially obliged to block the access, or (iii) the Guide has provided false or invalid contact data and communication between the Provider and the Guide is no longer possible.
7.4 The Provider shall notify the Guide of any blocking, including the reasons for it, at least one working day before the blocking comes into effect, at least in text form, and allow the Guide to comment on the blocking, insofar as the notification and/or waiting for the comment is reasonable, taking into account the interests of both parties, and is compatible with the purpose of the blocking. The Provider shall unblock the use of the platform by the guide if the reason for the blocking has ceased to exist.
8.1 The Provider is obliged to operate the Platform with an availability of 98% on an annual average and to make it accessible ("Availability ratio"). The first period relevant for the availability quota begins at the time of the conclusion of the contract and ends at the end of the calendar month in which the conclusion of the contract falls. Subsequent periods relevant for the availability quota shall each begin on the first day of a calendar month and end at the end of the calendar month in which the respective subsequent relevant period has begun.
8.2 Times when the Guide cannot reach the platform due to necessary care and maintenance work, as well as disruptions that are not within the Provider's sphere of influence, such as force majeure in particular, are not taken into account when calculating the availability rate.
8.3 If possible, the Provider will inform the Guide in good time in text form about planned care and maintenance work. However, the Provider expressly reserves the right, if necessary, to also carry out unannounced care and maintenance work, in particular if this is necessary for data and operational security.
9 Transfer of the rights of use to the contents
9.1 For the term of the contract, the Guide transfers to the Provider a non-exclusive, locally unrestricted right of use for the use, reproduction, presentation, display and distribution of all content provided, to the extent necessary for the fulfilment of the Provider's contractual obligations under this contract. This includes, in particular, the right of the Provider to edit provided content in such a way that it meets the technical requirements of the platform in the presentation of the service offers and other information of the Guide, as well as the right to sublicense to advertising partners of the Provider.
For the avoidance of doubt, the granting of rights of use by the Guide to the Provider under this Agreement does not affect the Guide's right to continue to freely dispose of its services and related information, in particular logos, trademarks or written representations contained herein, provided that the rights granted to the Provider are fully preserved thereby. In particular, the Guide remains entitled to grant corresponding, non-exclusive rights to the services and related information to other trading partners.
10 Term of contract; termination
10.1 The guide may terminate this contract at any time without notice. The termination of this contract has no effect on guide contracts already concluded. The Guide is obliged to fulfil Guide Contracts already concluded at the time of termination, unless the provisions of the respective Guide Contracts state otherwise.
10.2 The Provider may also terminate the contract at any time without notice.
10.3 The text form (e.g. by e-mail, fax or letter) is sufficient to declare a formally effective termination.
11.1 The guide account and the platform are provided to the guide free of charge. The Provider therefore only provides a warranty in accordance with the statutory provisions for the fraudulent concealment of a defect or error.
11.2 The Provider does not warrant the performance of the Guide Contracts.
12.1 The guide account and the platform are provided to the guide free of charge. The Provider is therefore only liable for intent and gross negligence in accordance with the statutory provisions.
12.2 The Provider is not liable for the performance of the Guide Contracts.
13 Changes to these GTC
13.1 The Provider may amend and adapt these Guide GTC with effect for the future if there is a valid reason for the amendment and insofar as the amendments are reasonable taking into account the interests of both contracting parties.
13.2 Good cause shall be deemed to exist in particular if the changes are necessary to a not insignificant extent due to a disruption of the equivalence relationship of the contract that was unforeseeable for the Provider at the time of the conclusion of the contract or if they are necessary for the further performance of the contract due to changes in case law or legislation.
13.3 The amendment of a main performance obligation is excluded.
13.5 If no declaration is made by the Guide within this period, which begins to run from receipt of the notice in text form, the amended terms and conditions shall be deemed to have been agreed.
13.6 The Provider shall separately inform the Guide of this legal consequence, i.e. the right of objection, the objection period and the significance of silence, at the beginning of the period.
14 Press releases
Press releases regarding the cooperation between the guide and the provider are desired by the provider. However, the organiser may only issue press releases or other publications on the cooperation between the guide and the provider under this contract that go beyond a neutral communication of the cooperation in terms of content with the prior express consent of the provider.
15.1 The contractual language is German. Translations into other languages are for convenience only and are not legally binding.
15.2 These Guide GTCs are available in the currently valid version at calaios.eu/agb can be called up by the guide at any time during the term of the contract and can be saved and printed out by the guide. The provider does not save this contract text after conclusion of the contract.
15.3 The contractual relations between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from this contract is the registered office of the Provider.
15.4 Should any provision of these Guide GTC be or become invalid or unenforceable or should these Guide GTC contain a loophole, this shall not affect the legal validity of the rest of the Guide GTC.