General Terms and Conditions for the Use of the Calaios Platform by Organisers
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 These General Terms and Conditions for the use of the Platform by Organisers ("Organiser GTC") govern the contractual relationship between the supplier and the organiser (together "Parties"), on the basis of which the organiser may use the platform ("Contract").
1.3 A prerequisite for the use of the platform is that the organiser is an entrepreneur within the meaning of § 14 of the German Civil Code. The organiser 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 as well as a current certificate of residence from the local tax authorities.
1.4 The Organiser acknowledges the validity of these Organiser GTC as the exclusive contractual basis for the use of the platform. Any conflicting General Terms and Conditions of the Organiser are excluded, even if the Provider does not expressly object to them.
For clarification: Deviating, conflicting or supplementary general terms and conditions of the organiser can only become part of the contract if and insofar as the provider has expressly agreed to their validity in writing. These organiser terms and conditions do not affect other existing contracts between the provider and the organiser.
1.5 With regard to contracts for services that Participants book with the Organiser via the Platform ("Subscriber contracts"), the provider acts exclusively as an intermediary. The exclusive contractual partner of the participants with regard to the participant contracts is the organiser. The organiser concludes all participant contracts in its own name and for its own account with the participants and is itself responsible for the proper fulfilment of the participant contracts (including performance of the services).
1.6 With regard to the contracts concluded by the Organiser with event guides who have been hired on the basis of the General Terms and Conditions for the Use of the Calaios Platform by Guides (available at calaios.eu/agb) ("Guide-AGB") are registered on the platform ("Guides"), the organiser is the exclusive contractual partner of the guides.
1.7 Insofar as provisions of these Organiser T&Cs in individual cases conflict 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") or the Guide GTC with regard to the rights and obligations of the Organiser in its role as "Organiser", these Organiser GTC shall take precedence over the provisions of the Participant GTC and the Guide GTC.
2 Content and scope of services
2.1 From the conclusion of the contract and during the term of the contract, the Provider shall offer the Organiser the paid use of the functional scope of the Platform as it exists at the time of the submission of the application for registration on the Website. calaios.eu available to you in accordance with these Organiser GTC.
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 "Organiser" role (as described in Clause 3), the Organiser receives access to an Organiser profile (as described in Clause 4.1) via his Organiser account (as described in Clause 3.3), on which he can present and advertise himself and his services.
2.3.2 The Organiser may make offers to book services ("Service offerings") as described in section 4 and distribute them directly to participants via the platform. A link to external websites of the organiser is not required for the conclusion of the participant contracts.
2.3.3 The Provider provides the technical basis for the booking and cancellation of services of the Organiser by Participants and the associated payment processing via the Platform to the extent described in these Organiser GTC. In the event of the booking of a service by a Participant, the Provider shall be obliged to transmit the declarations of intent for the conclusion of a Participant Contract between the Organiser and the Participant. The services of the organisers offered on the platform can also be advertised via external websites and booked via a technical integration of the platform on external websites.
2.3.4 The technical design of the Platform enables the Organiser to comply with its statutory information obligations vis-à-vis the Participants (including as described in Clause 6.4). In particular, the organiser is given the opportunity to provide an imprint, a data protection statement and general terms and conditions for the booking of services of the organiser by participants on the platform ("Organiser conditions") as well as further information, if necessary partly by linking.
2.3.5 The technical design of the platform enables participants to obtain information about the services, make complaints, submit queries about bookings, cancellations, services and participant contracts and otherwise contact the provider.
2.3.6 In order to enable Participants who have booked a Service from the Organiser to participate in the Service, the Organiser shall provide the Participants, via the Provider (as described in Clause 2.3.2), with a copy of the Service. 7.1 described) an authorisation code, e.g. as an automatically generated link to a third-party online event space for the performance of the service ("Authorisation code) shall be available. As an alternative to providing its own authorisation code, the Organiser may purchase an authorisation code from the Provider (as described in Clause 4.11).
3 Activation and conclusion of contract
3.1 The use of the Platform by the Organiser in the role of "Organiser" and the conclusion of the contract requires the registration of the Organiser on the Platform with the role of "Participant" as well as an activation of the role of "Organiser" (as described in this Clause 3).
3.2 The registration of the Organiser on the Platform with the role of "Participant" shall take place exclusively on the basis of the Participant GTC (available at calaios.eu/agb).
3.3 The application for activation of the role of "Organiser" shall be made by the Organiser himself and on his own responsibility in the area of the Platform reserved for the Organiser. If the application for activation is not made at the instigation of the organiser, but by a third party, the third party assures that it is authorised to do so. There is no entitlement to activation or use of the platform in the role of "organiser".
3.4 The organiser makes a binding offer to activate the role of "organiser" and a corresponding user account ("Organiser account") by posting the organiser on the platform under calaios.eu/profile provides all information marked as necessary for the activation of the role "Organiser" and clicks on the "Apply for Activation" button ("Application for activation"). Up until clicking on the "Apply for Activation" button, the organiser can cancel the application for activation 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 completion of the activation process, the organiser can change the information provided in the organiser account at any time.
3.5 Immediately after receipt of the application for activation, the Provider shall send a confirmation of receipt to the e-mail address that the Organiser specified when registering on the Platform with the role "Participant". The confirmation of receipt does not constitute acceptance of the application for activation by the Provider.
3.6 The Provider shall check the information provided by the Organiser in the application for activation and shall check whether the Organiser can be activated ("Checking the activation"). The Provider reserves the right to request further information or evidence from the Organiser in the course of checking the activation. The organiser is obliged to provide the requested information and evidence and to support the provider in the activation process.
3.7 The contract between the Parties shall be concluded by the Provider sending a confirmation of the successful activation to the e-mail address that the Organiser has specified during the registration on the Platform with the role "Participant" ("Activation"). With the activation, the organiser receives access to his organiser account. Access to the organiser account takes place with the same e-mail address and password that the organiser selected when registering on the platform with the role "Participant" ("Login data"). The login data may only be used by the organiser and its employees. The organiser is obliged to keep all login data secret and to protect them from unauthorised access by third parties.
4 Organiser Profile; Creation and Publication of Service Offers by the Organiser; Prohibited Services and Prohibited Content
4.1 After successful activation of the role of "organiser" (as described in section 3), the organiser shall receive access to his organiser account via the platform, via which the organiser can present himself and his services on an organiser profile and advertise them to participants. The organiser can change the information and content published on the organiser profile via the organiser account.
4.2 After successful activation as an organiser (as described in section 3), the organiser can create and publish service offers for the conclusion of participant contracts via the platform. The organiser is obliged to provide all data and information requested by the provider as necessary. This includes in particular the information described in this clause 4.
4.3 The organiser is obliged to describe the services in such a way that the participant has as accurate an impression as possible of the services and can infer from the description the features that are decisive for his decision to conclude the participant contract. This includes in particular:
- complete and accurate information on the essential characteristics of the services, including the title, date and length of the service and languages offered, and
- Category(ies) of the service within the category structure of the platform and powerful keywords for the service that make it easier for the participant to classify the service and find it on the platform.
4.4 The organiser may not post any information on the organiser profile or in the description of the service or use images that refer to external sales opportunities outside the platform or violate the rights of third parties or requirements under fairness or competition law.
4.5 The organiser is obliged to clearly identify himself as the organiser of the services and to list the contact and business information required by law in order to enable the participant to make fast, direct and permanent contact. This includes, in particular, keeping an imprint that complies with the legal requirements.
4.6 When preparing service offers, the Organiser is obliged to provide correct information on the prices of the respective service (including applicable taxes) requested by the Provider ("Service price"). The Provider shall inform the Participant of the aforementioned information in the booking process (as described in Clause 5) on the basis of the information provided by the Organiser. The organiser is solely responsible for ensuring that the information provided to the provider is correct. The organiser may not charge any payment method fees in addition to the service price or pass on any commission agreed with the provider in full or in part to the participants.
4.7 The Organiser may request and involve external guides for the performance of services or perform services itself as a guide.
4.8 The organiser can only provide services as a guide if he has completely filled in and confirmed the "Guide" info area in his organiser account.
4.9 If the Organiser wishes to commission an external guide to perform a service, it must submit a corresponding request to the external guide, which the requested guide must confirm. Once the requested guide has confirmed the request, the Organiser can integrate the guide for the performance of the service in the area of the Platform provided for this purpose ("Connected Guide").
4.10 The Organiser may only publish the service offer on the Platform after confirmation by at least one affiliated guide or after confirmation by the Organiser that the Organiser will perform the service concerned as a guide himself.
4.11 Prior to publication of the service offer, the organiser shall indicate whether it will use an authorisation code of the provider for the performance of the service or whether it will provide its own authorisation code. If the Organiser wishes to provide its own authorisation code, it shall set this in the area of the Platform provided for this purpose prior to publication of the service offer. If the Organiser does not wish to provide his own authorisation code, the Organiser shall indicate prior to publication of the service offer that he wishes to acquire an authorisation code from the Provider. The use of an authorisation code of the Provider is subject to a charge as described in the price list available in the Organiser Account at the time of the conclusion of this contract.
4.12 The Organiser cannot make any changes to the prices and times of the service offer after it has been published. From this point onwards, only editorial changes are possible which do not relate to the contractual obligations of the Organiser under the Participant Agreements.
4.13 The organiser may not provide any services that are illegal, violate official orders, are immoral or harmful to young people, as well as services that relate to the brokerage, distribution or advertising of illegal drugs (in particular substances and preparations within the meaning of the Narcotics Act), propaganda products of banned parties, associations or groups or anti-constitutional organisations, products that are hazardous to health (in particular dangerous chemicals or toxic substances), prohibited electronic devices and products, counterfeits, imitations and pirated products (in particular products protected by trademark or copyright, the sale of which violates these rights), shares and other forms of financial investments such as financial instruments or deposit products, loans, animals or animal products that violate species protection laws (in particular the sale of products made of ivory or bones from ivory-producing animals), weapons and ammunition of any kind and/or products derived from child labour ("Prohibited services") offer on the platform.
4.14 The Provider does not undertake any pre-screening of the service offers, services, images, texts and other content that the Organiser posts 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 organiser may not post on the platform.
5 Booking process; payment processing; cancellation
5.1 In the event of a booking of a service by a Participant on the Platform, the Provider shall create a corresponding booking item, secure it and inform the Participant and the Organiser of the booking.
5.2 The Provider processes the payment of the fee for the Service by the Participant corresponding to the booking ("Service charge"). The provider reserves the right to make the changes specified in para. 13 and returns the remaining service fee to the organiser in the following month of the month in which the service was performed.
5.3 The Provider shall allow Participants to cancel Participant Contracts in accordance with the cancellation terms and conditions set out by the Provider in the version applicable at the time of cancellation (available at calaios.eu/faq to cancel and shall inform participants and the organiser immediately of any cancellation.
5.4 In the event of cancellation of a Participant Contract by the Participant, the Provider shall refund to the Participant any Service Fee already paid by the Participant in accordance with the cancellation conditions set by the Provider in the version applicable at the time of cancellation (available at calaios.eu/faq).
6 Rights and Duties of the Organiser; Indemnification
6.1 The Organiser is not permitted to register more than once with the same company.
6.2 The organiser is obliged to activate services on the platform exclusively in the areas of art, culture, nature and science.
6.3 The Organiser is obliged to fulfil the Participant Contracts and to ensure that all Associated Guides assist in the fulfilment by performing the service concerned.
6.4 The organiser is obliged to comply with all necessary pre- and post-contractual information obligations and labelling obligations as well as any instructions relating to the services, the service offers, the organiser profile, the organiser account and the participant contracts ("Information requirements") and to keep them available. To this end, the organiser must provide the organiser with the organiser terms and conditions as well as other necessary information and keep this information up to date at all times. If the information is made available by agreement with the provider through links that lead to websites outside the platform, the organiser must ensure that the legal information and the organiser's terms and conditions are available at all times. In any communication that the organiser has with participants in relation to services or service offers, the organiser must clearly identify itself as the organiser of the services and list the contact and business information required by law.
6.5 The organiser undertakes to refrain from all measures that jeopardise or disrupt the functioning of the platform and not to access data (in particular data of the participants) or process data that he is not authorised to access or process. In particular, the organiser may not use scripts which request confidential data of the participants or which automatically forward the participant to other Internet offers outside the platform. Furthermore, the organiser must 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.
6.6 The Organiser may only process the personal data that it receives from the Participants, the Provider or otherwise within the scope of this Agreement in accordance with the applicable data protection law. In particular, the Organiser may not carry out any big data analyses or retargeting measures without justification under data protection law. Likewise, the sending of newsletters is only permitted with the legally compliant consent of the participant.
6.7 Within the scope of this contract, the Organiser and the Provider process personal data as so-called joint controllers pursuant to Art. 26 DSGVO. In addition, the Provider processes personal data on behalf of the Organiser pursuant to Article 28 of the GDPR. For these processing actions, the Parties shall also conclude the agreements listed in the "Annex Data Protection" to this contract upon conclusion of this contract.
6.8 The Organiser is obliged to regularly back up the content posted on the Organiser Site and data accruing in connection with the execution and fulfilment of the Participant Agreements.
6.9 The Organiser is obliged to keep the information provided in the Organiser account and on the Organiser profile up to date and to notify the Provider immediately of any changes to Organiser-related information provided to the Provider within the scope of concluding this contract; this includes, in particular, data on the Organiser's contact and business information as well as payment data.
6.10 In the event of attacks by third parties on the platform, the organiser is obliged to cooperate with the provider and to provide existing information.
6.11 The Organiser shall 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 due to prohibited content or prohibited services on the platform, insofar as the Organiser is responsible for these legal violations or infringements. In this respect, the organiser shall also assume the reasonable costs of a necessary legal defence of the provider.
7 Rights and Duties of the Provider
7.1 The Provider shall make available to Participants the Eligibility Code provided or purchased by the Organiser (as described in Clauses 2.3.6 and 4.11) twenty-four (24) hours prior to the commencement of the Organiser's obligation to provide the Service.
7.2 The Provider is entitled to immediately block or remove a prohibited service or 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.
7.3 In the event of justified suspicion of misuse, for example unauthorised use by a third party, the Organiser shall inform the Provider of this immediately. As soon as the organiser becomes aware of unauthorised use, the organiser is obliged to change his login data immediately. In individual cases, the Provider shall temporarily block the use of the platform by the Organiser at its reasonable discretion in order to prevent further misuse.
7.4 Furthermore, the Provider is entitled to temporarily block the Organiser's access to the Platform if
- the blocking is necessary for technical reasons,
- the provider is legally, judicially or officially obliged to block, or
- the organiser has stored incorrect or invalid contact details and communication between the provider and the organiser is no longer possible.
7.5 The Provider shall notify the Organiser 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 Organiser 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 Organiser 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 Organiser cannot reach the platform due to necessary care and maintenance work, as well as disruptions that are beyond the control of the Provider, such as force majeure in particular, shall not be taken into account when calculating the availability rate.
8.3 Where possible, the Provider shall inform the Organiser 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 Participant support
9.1 Requests from participants of the Platform ("Participant requests") are accepted by the provider or the organiser. The provider shall set up a support contact for this purpose. Participant enquiries that relate to participant contracts, the services (including service offers), the organiser, the organiser account, the organiser profile or other topics that fall within the organiser's scope of duties are processed by the organiser. For this purpose, the Provider forwards the respective participant requests to the Organiser. All other participant requests shall be processed by the provider.
9.2 The Organiser is obliged to respond without delay, but at the latest within two (2) working days (Saturdays are not considered working days) to forwarded participant requests from the Provider or participant requests received directly by the Organiser and to forward requests concerning the Provider pursuant to Clause 9.1 to the Provider ("Response time"). The response time begins with the receipt of the participant request by the organiser. The response time starts again and separately for each follow-up request to the original participant request.
10.1 The order of display of the Services on the Platform ("Ranking") is done chronologically based on the date. The participants have the possibility to influence the ranking by means of a manual filter with criteria such as time, topics or guide.
10.2 The weighting of these criteria shall be in the order in which they are mentioned.
10.3 The reason for the weighting is the economic efficiency of the operation of the platform as well as the quality of the presentation of the services to the participants to promote a higher attractiveness of the platform for participants.
10.4 There is no possibility for the Organiser to influence the ranking of the Services by paying a direct or indirect fee to the Provider.
10.5 Further details on the ranking of the services on the Platform can be found by the Organiser in the Ranking Information, which is available at calaios.eu/faq is available.
11 Data access
11.2 During the term of this Agreement, the Provider shall also have access to data of the Organiser, the Guides and the Participants which is not personal data within the meaning of Clause 11.1 above ("Other data").
11.3 During the term of this Agreement, the Organiser shall have access to the personal or other data provided by the Organiser to the Provider in connection with the use of the Platform and generated in the course of providing the Platform to the Organiser, as well as to personal and other data of the Guides and the Participants.
11.4 The Organiser has no access to personal or other data, even in aggregated form, which is made available to or generated by all other Organisers or Guides in the course of providing the Platform.
11.5 After termination of the contract, for whatever reason, the provider has access to personal data of the organiser, the guides and the participants, insofar as this is justified under data protection law, for example to fulfil retention obligations. Further information on this can be found in the data protection declaration (available at calaios.eu/privacy) can be taken.
11.6 After termination of the contract, for whatever reason, the Provider shall have access to other data, in particular to information provided or generated by the Organiser within the framework of the use of the platform, such as event titles, times or prices.
11.7 After termination of the contract, for whatever reason, the Organiser has no access to personal data of the Organiser, the participants or the guides, nor to any other data.
12 Transfer of the rights of use to the contents
12.1 For the term of the contract, the Organiser shall transfer to the Provider a non-exclusive, locally unrestricted right of use to use, reproduce, present, display and distribute all content provided, to the extent necessary for the fulfilment of the contractual obligations of the Provider 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 Organiser, as well as the right to sublicense to advertising partners of the Provider.
12.2 For the avoidance of doubt, the granting of rights of use by the Promoter to the Supplier under this Agreement shall not affect the Promoter's right to continue to freely dispose of the Services and Product Information, in particular any logos, trademarks or written representations contained herein, provided that the rights granted to the Supplier are fully preserved thereby. In particular, the organiser remains entitled to grant corresponding, non-exclusive rights to the services and product information to other trading partners.
13 Entitlement to commission of the provider; due date
13.1 The Provider is entitled to a commission from the Organiser for each Participant Contract concluded in accordance with the price list available in the Organiser Account at the time of conclusion of this Contract.
13.2 The commission for each Participant Contract shall be due upon conclusion of the respective Participant Contract and shall be retained by the Provider (as described in Clause 3).
13.3 If the Participant Contract is cancelled in accordance with the Cancellation Conditions in the version valid at the time of cancellation (available at calaios.eu/faq) is cancelled or dissolved for reasons beyond the control of the organiser, no commission is due.
14 Term of contract; termination
14.1 The contract concluded between the parties shall run for an indefinite period.
14.2 The parties may terminate the contract with two (2) weeks' notice to the end of the month. Termination of this contract does not affect participant contracts already concluded. In particular, the Organiser is obliged to duly perform all services that have already been booked by Participants at the time of termination.
14.3 The Organiser's right to terminate the contract at any time in accordance with § 648 of the German Civil Code (BGB), insofar as this contract qualifies as a contract for work and services, is excluded.
14.4 The right to terminate for good cause remains unaffected. Good cause shall be deemed to exist for the Provider in particular if
- the organiser repeatedly and despite previous warning by the provider violates legal obligations which he has to observe in his dealings with participants, in particular does not fulfil his duties to provide information,
- the organiser repeatedly posts prohibited content on the organiser's website despite prior warning by the provider,
- the organiser offers Prohibited Services,
- the supplier receives notification from a tax office that the organiser is not and/or has not paid VAT,
- the organiser culpably provides false information regarding his VAT identification number or place of residence, or
- the Organiser culpably breaches its confidentiality obligation under Clause 17 or culpably breaches its obligation under Clause 17.1.
15.1 The Provider shall not be liable for the performance of the Participant Agreements.
15.2 The Provider shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.
15.3 In cases of slight negligence, the Provider shall be liable for breach of a material contractual obligation. An essential contractual obligation within the meaning of this Clause 15.3 is an obligation the fulfilment of which makes the performance of the contract possible in the first place and on the fulfilment of which the contractual partner may therefore regularly rely.
15.4 The liability according to clause 15.3 is limited to the typical and foreseeable damage at the time of the conclusion of the contract.
15.5 In the event of data loss, the liability of the Provider pursuant to Clause 15.3 shall be limited to the costs that would have been incurred even if the Organiser had made a proper data backup in order to restore the data.
15.6 The limitations of liability shall apply accordingly in favour of the Supplier's employees, agents and vicarious agents.
15.7 Any liability of the Supplier for guarantees expressly designated as such and for claims based on the Product Liability Act shall remain unaffected.
15.8 In all other respects, liability on the part of the Provider is excluded.
16 Changes to these Organiser GTC and the contractually agreed services
16.1 Changes to these Organiser GTC
16.1.1 The Provider is entitled to amend and adapt the Organiser GTC during the term of the contract with effect for the future. The Provider shall send the amended terms and conditions to the Organiser in text form (by post or e-mail) before the planned entry into force and shall refer separately to the new provisions and the date of entry into force.
16.1.2 The proposed changes shall apply after the expiry of a reasonable period of time with regard to the nature and scope of the respective planned changes and their consequences. This period shall be at least fifteen (15) calendar days from the date on which the Provider has informed the Organisers of the proposed changes.
16.1.3 The aforementioned deadline does not apply if the Provider (i) has to make changes to the Organiser T&Cs due to legal or regulatory obligations in a way that does not allow the aforementioned deadline to be met or (ii) in exceptional cases has to change the Organiser T&Cs to avert an unforeseen and imminent danger in order to protect the Platform, Participants, Guides or Organisers from fraud, malware, spam, breaches of data protection or other security risks.
16.1.4 In the event of changes to the Organiser GTC, the Organiser has the right to terminate the contract before the expiry of the period specified in Clause 16.1.2. Such termination shall take effect within fifteen (15) calendar days of receipt of the notification of the intended changes to the Organiser GTC.
16.1.5 The Organiser may waive the time limit under Clause 16.1.2 at any time after receiving notice of the intended Organiser T&C changes by written declaration or by a clear confirmatory act. The posting of new Service Offers by the Organiser on the Platform prior to the expiry of the Time Limit shall be deemed to be a clear confirmatory act waiving the Time Limit, except in cases where the reasonable and proportionate period of time to implement the Organiser T&C Changes is more than fifteen (15) calendar days. In such cases, the posting of new service offerings by the Organiser shall not automatically constitute a waiver of the time limit.
16.2 Changes to the contractually agreed services
16.2.1 The Provider reserves the right to extend, change or make improvements to the services provided under this Contract if and to the extent that this is necessary for a valid reason that was not foreseeable at the time the Contract was concluded and this change does not shift the relationship between performance and consideration to the disadvantage of the Organiser, so that the changes are reasonable for the Organiser.
16.2.2 Good cause exists if new technical developments make a change in services necessary or if newly enacted or amended statutory or other sovereign requirements or a change in supreme court rulings make a change in services necessary. The Provider shall notify the Organiser in text form of any changes to the contractually agreed services at least four (4) weeks before they are to take effect ("Notification of change").
16.2.3 In the event of changes that are not exclusively in his favour, the Organiser shall be entitled to terminate the contract in text form (e.g. by e-mail) without observing a notice period as of the date on which the changes take effect.
16.2.4 Changes to the contractually agreed services are deemed to have been approved if the Organiser does not object to them before they take effect. The Provider shall specifically draw the Organiser's attention to this legal consequence in the notification of change.
17.1 The parties are mutually obliged to keep confidential all information, documents, contracts etc. and other data which they obtain or have obtained in connection with the performance of this Agreement and which are marked as confidential, are designated as confidential or in respect of which it is obvious from the nature and quality of the information that they are confidential ("Confidential Information"), to treat them as absolutely confidential and not to pass them on to third parties or make them accessible to third parties in any way whatsoever.
17.2 The party receiving the Confidential Information ("Receiving party") undertakes to take all reasonable steps and take all precautions to prevent any use or disclosure of the Confidential Information of the party disclosing the Confidential Information ("Notifying party").
17.3 The Receiving Party shall promptly notify the Disclosing Party in writing if it becomes aware of any unauthorised use or disclosure of the Disclosing Party's Confidential Information and shall, at the request of the Disclosing Party, take all reasonable steps to prevent any further unauthorised use or disclosure of the Disclosing Party's Confidential Information.
17.4 The foregoing obligations of the Receiving Party shall not apply to such Confidential Information that is
- were already generally accessible at the time of the communication or subsequently became generally accessible through no fault of the receiving party,
- were already in the possession of the Receiving Party at the time of the communication,
- have been made available to the Receiving Party by a third party without an obligation of confidentiality and non-use,
- is required by law or court order to be disclosed to public authorities; provided that the Receiving Party shall give timely written notice to the Disclosing Party of the obligation to disclose to enable the Disclosing Party to take reasonable steps in its discretion to prevent the Confidential Information from becoming generally available; or
- have been independently developed by the Receiving Party without breach of this Agreement.
17.5 Upon termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Notifying Party or, upon the Notifying Party's written request, destroy all copies of documents and other records containing Confidential Information of the Notifying Party. The only exceptions are copies that the Receiving Party is required by law to retain. Within thirty (30) days of termination or cancellation of this Agreement, the Receiving Party shall confirm in writing to the Notifying Party compliance with this provision.
17.6 The parties shall be liable for breaches of confidentiality by their representatives and assistants as for their own fault.
17.7 The confidentiality obligation set out in this Clause 17 shall not be affected by termination of the Contract and shall continue for a period of two (2) years from termination of the Contract.
18 Press releases
Press releases relating to the cooperation between the organiser and the provider are desired by the provider. However, the Organiser may only issue press releases or other publications on the cooperation between the Organiser and the Provider under this contract which go beyond a neutral communication of the cooperation in terms of content with the express prior consent of the Provider.
19.1 The contractual language is German. Translations into other languages are for convenience only and are not legally binding.
19.2 These Organiser General Terms and Conditions in the currently applicable version are calaios.eu/agb during the term of the contract and also otherwise at any time for the organiser and can be saved and printed out there by the organiser. The Provider does not save this contract text after conclusion of the contract.
19.3 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 Supplier.
19.4 If a provision of these General Terms and Conditions of the Organiser is or becomes invalid or unenforceable or if these General Terms and Conditions of the Organiser contain a loophole, the legal validity of the remaining provisions of the General Terms and Conditions of the Organiser shall not be affected.
Annex Data Protection to the General Terms and Conditions for the Use of the Calaios Platform by Organisers
This Annex governs the rights and obligations of the Parties under data protection law with respect to the processing of personal data pursuant to this Agreement (hereinafter "Main contract").
Depending on the processing process, the parties are either jointly responsible for the processing (Part 1 of this Annex) or the provider is the processor for the organiser (Part 2 of this Annex). The description and allocation of the individual processing operations can be found in Appendix 1 to this Annex. The Parties shall each be independently responsible for all other processing activities.
Part 1 - Shared Responsibility Agreement
1 Processing and responsibility
1.1 The object of the data processing is the joint processing of personal data between the Provider and the Organiser when the Organiser uses the Calaios platform in accordance with the main contract.
1.2 The data processing shall be carried out in accordance with the data Appendix 1 to this Agreementaa in joint responsibility or in commissioned processing by the Provider for the Organiser.
1.3 Any relocation of processing operations to a third country within the meaning of the GDPR must be agreed between the parties and may only take place if the specific requirements of Art. 44 et seq. GDPR are fulfilled.
1.4 The Parties shall independently ensure that they are able to comply with all statutory retention obligations existing in relation to the processing of personal data. To this end, they shall (without prejudice to corresponding provisions in this Agreement) take appropriate data protection precautions. This applies in particular in the event of termination of the cooperation.
1.5 The parties are jointly responsible for the lawfulness of all processing operations. This shall apply irrespective of the Appendix 1 specified responsibilities for certain processing operations. If these processing operations change due to a change in the contractual performance of the Provider in accordance with Clause 16.2 of the Main Contract, the Provider shall Appendix 1 adapt accordingly. For these adjustments of Appendix 1 Clause 16.1 of the Main Contract shall not apply.
2 Permissibility of data processing and consent management
2.1 Processing of personal data under this Agreement may only be carried out if and to the extent that such data processing can be based on an adequate legal basis, including in Appendix 1 is named.
2.2 If, in addition to this agreement, the joint data processing is to be based on the consent of the data subjects as the legal basis for the data processing, the parties shall jointly determine the requirements to be met for this purpose.
3 Information of the persons concerned
3.1 The parties undertake to provide the data subject free of charge with the information required under Articles 13, 14 GDPR in a precise, transparent, comprehensible and easily accessible form in clear and simple language. Unless otherwise provided in Appendix 1 agreed, the provision of the information is the responsibility of the provider.
3.2 The parties undertake to provide the essential content of the agreement pursuant to Art. 26 (2) DSGVO on the joint data protection responsibility of the data subjects. In order to fulfil this obligation to provide information, the parties will communicate the essential content of the agreement with the information pursuant to Art. 13, 14 DSGVO. The content will be updated by the parties as necessary.
4 Fulfilment of the other rights of the data subjects
4.1 Data subjects can exercise their rights under Articles 15 to 22 of the GDPR ("Data subjects' rights") to both contracting parties. The parties will process requests independently and, if necessary, inform the other party of this if they are able to do so. In all other respects, the parties shall support each other to the extent necessary in the fulfilment of the rights of the data subjects. Communication with the data subjects shall be made by the party to whom the data subject request was addressed.
4.2 If personal data is to be deleted, the parties shall inform each other in advance. The other party may object to the deletion for a justified reason, for example if it has a legal obligation to retain the data.
5 Common contact point for those affected
The contracting parties shall establish a joint contact point within the meaning of Art. 26 (1) sentence 3 GDPR for data subject enquiries regarding processing activities related to the main contract. The provider shall act as the contact point.
6 Involvement of processors
Clause 5 of Part 2 of this Annex shall apply mutatis mutandis to the use of Processors by the Provider.
7 Procedure in the event of a data protection breach
7.1 The Provider shall be responsible for examining and processing all breaches of personal data protection within the meaning of Article 4 No. 12 of the GDPR, including the fulfilment of any notification obligations that may therefore exist vis-à-vis the competent supervisory authority pursuant to Article 33 of the GDPR or vis-à-vis data subjects pursuant to Article 34 of the GDPR, insofar as the breach relates to a processing operation for which the Provider is solely or jointly responsible with the Organiser.
7.2 The Parties shall notify the other Party without undue delay of any data protection breach discovered and shall cooperate to the extent necessary and reasonable in any notification pursuant to Articles 33 and 34 of the GDPR and in any clarification and elimination of the data protection breach.
8 Cooperation with supervisory authorities
8.1 The parties shall notify the other party without delay if a data protection supervisory authority approaches them in connection with this Agreement, the cooperation or the data processing.
8.2 To the extent possible, the Parties shall consult with each other before responding to any requests from competent data protection supervisory authorities or before disclosing information in connection with this Agreement, the Cooperation or the Data Processing to competent data protection supervisory authorities. In addition, the Parties shall cooperate fully and assist each other free of charge in the event of enquiries or inspections by data protection authorities.
9 Determination of a head office to designate the lead supervisory authority
The Contracting Parties establish the Provider's business address in Cologne as the nominal principal place of business under this Agreement.
10 Term of the contract and termination
The provisions of the main contract shall apply to the term and termination of the contract. Termination of the main contract also leads to termination of this agreement. Termination of this agreement also leads to termination of the main contract.
11 Final provisions
11.1 In the event of contradictions between this agreement and the main contract relevant under data protection law, the provisions of this agreement shall take precedence. In all other respects, the provisions of the main contract shall apply accordingly.
11.2 Obligations of the parties towards third parties (in particular towards the data subjects) that go beyond the GDPR are not established by this agreement.
Part 2 - Order processing agreement
In providing the Services under the Main Contract, the Provider shall process personal data provided by the Organiser for the purpose of providing the Services and in respect of which the Organiser acts as a data controller in the sense of data protection law ("Organiser data"). This commissioned processing agreement ("AVV") specifies the data protection obligations and rights of the parties in relation to the processing of personal data processed by the provider under the main contract concluded between the parties.
2 Subject matter and scope of the commissioning / Organiser's powers to issue instructions
2.1 The Provider shall process the Organiser Data exclusively on behalf of and in accordance with the instructions of the Organiser, unless the Provider is legally required to do so under the law of the European Union or a Member State. In such a case, the Provider shall notify the Organiser of such legal requirements prior to the processing, unless the relevant law prohibits such notification due to an important public interest.
2.2 Unless otherwise agreed in the main contract, the processing of organiser data by the supplier shall be carried out exclusively in the manner, to the extent and for the purpose set out in Appendix 1 to this GCU; the processing relates exclusively to the types of personal data and categories of data subjects designated therein. If these processing operations change due to a change in the contractual performance of the Provider in accordance with Clause 16.2 of the Main Contract, the Provider shall Appendix 1 adapt accordingly. For these adjustments of Appendix 1 Clause 16.1 of the Main Contract shall not apply.
2.3 The duration of the processing corresponds to the duration of the main contract.
2.4 The processing of personal data shall generally take place in the territory of the European Union or in another contracting state to the Agreement on the European Economic Area ("EEA") shall take place. The provider is permitted to process organiser data outside the EEA in compliance with the provisions of these GTC or to have such data processed by other providers in accordance with section 5 of these GTC if the requirements of Articles 44 to 48 of the GDPR are fulfilled or an exemption in accordance with Article 49 of the GDPR applies.
If the Provider concludes agreements with another processor on the basis of the EU Commission Decision of 5 February 2010 (2010/87/EU) ("Old EU standard contractual clauses"(1) enter into this Agreement on behalf of the Promoter or, if that is not practicable, (2) grant to the Promoter all the rights provided for under the Old EU Standard Contractual Clauses, pass on to the relevant Additional Processor any instructions given by the Promoter in relation to the Old EU Standard Contractual Clauses and, at the request of the Organiser, assign to the Organiser all rights which the Provider has agreed with the Additional Processor under the Old EU Standard Contractual Clauses and assist the Organiser in enforcing such rights against the Additional Processor.
The provisions on the use of other processors in Section 5 of this GCU shall remain unaffected.
2.5 The instructions result from the main contract. In addition, the organiser is only entitled to issue instructions on the type, scope, purposes and means of processing organiser data insofar as these are necessary due to legal, judicial or official requirements. These instructions must be in writing or text form. The organiser shall confirm verbal instructions in writing or by e-mail. All instructions shall be documented by the parties.
2.6 If the Provider is of the opinion that an instruction of the Organiser violates these GTC, the GDPR or other data protection provisions of the European Union or the Member States, it shall inform the Organiser of this immediately in writing or text form. The organiser is entitled to suspend the execution of such instructions until the organiser confirms them in writing or text form. If the Organiser insists on the execution of an instruction despite the concerns raised by the Provider, the Organiser shall indemnify the Provider against all damages and costs incurred by the Provider as a result of the execution of the Organiser's instruction. The Provider shall notify the Organiser of any damages asserted against it and any costs incurred by it and shall not acknowledge any third party claims without the Organiser's consent and shall, at the Provider's option, conduct the defence in consultation with the Organiser or leave it to the Organiser.
3 Requirements for personnel
3.1 The Provider shall oblige all persons who process Organiser Data to maintain confidentiality, insofar as they are not subject to appropriate legal secrecy.
3.2 The Provider shall ensure that persons subordinate to him who have access to Organiser data only process them in accordance with these GTC and in accordance with the Organiser's instructions; unless they are obliged to process them under the law of the European Union or the Member States.
4 Security of processing
4.1 The Provider shall take all appropriate technical and organisational measures required to ensure a level of protection of the Organiser Data appropriate to the risk, taking into account the state of the art, the costs of implementation and, to the extent known to the Provider, the nature, scope, circumstances and purposes of the processing of the Organiser Data and the varying likelihood and severity of the risk to the rights and freedoms of data subjects.
4.2 As the technical and organisational measures are subject to technical progress, the Provider is entitled and obliged to implement alternative, adequate measures in order not to fall below the security level of the measures taken by the Provider. If the Provider makes significant changes to the measures it has taken, it shall inform the Organiser of this in advance.
5 Use of other processors
5.1 When processing the Organiser Data, the Provider shall use the methods set out in Annex 2 listed in the GCU. These shall be deemed approved upon conclusion of the GCU.
5.2 The Provider may use other processors for the processing of Organiser data subject to the following proviso: The Provider shall inform the Organiser in text or written form at least 15 working days before using the additional processor. If the organiser does not object within 5 working days, the use is deemed to be approved.
5.3 If the Organiser objects to the use of a further Processor, the Provider shall be entitled, at its discretion, to continue to provide the Services without the relevant Processor or to terminate the Main Contract and these GPC at the time of the planned use of the Processor.
5.4 The Provider shall commit any further Processor by way of a written contract in the same way as the Provider is committed to the Organiser under this Agreement.
5.5 The Provider is obliged to select and use only such further processors who provide sufficient guarantees that the appropriate technical and organisational measures are implemented in such a way that the processing of the Organiser Data is carried out in accordance with the requirements of the GDPR and these GTC.
6 Rights of the data subjects
6.1 The Provider shall take all reasonable technical and organisational measures to assist the Organiser in complying with its obligation to respond to requests from data subjects to exercise the rights to which they are entitled.
6.2 The Provider shall in particular:
- inform the organiser without delay if a data subject should contact the provider directly with a request to exercise his/her rights in relation to organiser data;
- provide the organiser without undue delay with all information held by the organiser concerning the processing of organiser data which the organiser needs to respond to the request of a data subject and which the organiser does not hold itself;
- correct, delete or restrict the processing of Organiser Data without undue delay upon instruction by the Organiser;
- ensure that the organiser can and does receive the organiser data processed in the area of responsibility of the provider in a structured, common and machine-readable format, insofar as the data subject has a right to data portability with respect to the organiser data.
7 Other support obligations of the provider
7.1 The Provider shall notify the Organiser immediately after becoming aware of any breach of the protection of Organiser data, in particular any incidents resulting in the destruction, loss, alteration or unauthorised disclosure of or unauthorised access to Organiser data.
7.2 In the event of all breaches of Organiser Data Protection, the Provider shall immediately take all necessary and reasonable measures to remedy the breach of Organiser Data Protection and, if necessary, to mitigate its possible adverse effects.
7.3 If the Organiser is under an obligation to a government agency or person to provide information about the processing of Organiser Data or to otherwise cooperate with such agencies, the Provider shall be obliged to assist the Organiser in providing such information or in fulfilling other obligations to cooperate.
7.4 The Provider shall, taking into account the information available to it, assist the Organiser in complying with the obligations set out in Art. 32 GDPR.
7.5 In the event that the Organiser is obliged to inform the supervisory authorities and/or data subjects in accordance with Art. 33, 34 GDPR, the Provider shall support the Organiser at the latter's request to comply with these obligations. In particular, the Provider is obliged to document all potential breaches of Organiser data protection, including all related facts, in a manner that enables the Organiser to prove compliance with any relevant statutory notification obligations.
7.6 The Provider shall support the Organiser as far as reasonable in any data protection impact assessments to be carried out by the Organiser and any subsequent consultations with the supervisory authorities pursuant to Art. 35, 36 DSGVO.
8 Data deletion and return
8.1 Upon the Organiser's instruction, the Provider shall either completely delete all Organiser Data upon termination of the Main Contract or return it to the Organiser and delete any existing copies, unless the Provider has an obligation under the law of the European Union or a Member State to continue to store the Organiser Data.
8.2 However, the Provider is entitled to keep backup copies of the Organiser Data for a period of 30 days insofar as deletion of the Organiser Data from these backup copies is technically impossible or impossible with regard to Art. 32 GDPR. For this period, the rights and obligations of the Parties under this GCU in relation to the backup copies shall continue to apply in derogation of clause 2.3.
8.3 Documentation which serves as proof of the orderly and proper processing of the organiser data shall be kept by the provider beyond the end of the contract in accordance with the statutory retention periods.
9 Verifications and checks
9.1 The Provider shall ensure and regularly monitor that the processing of the Organiser Data complies with this GCU, including the scope of the processing of the Organiser Data set out in Annex 1, as well as the Organiser's instructions.
9.2 The Provider shall document the implementation of the obligations under this GCU in an appropriate manner and provide the Organiser with all necessary evidence of the Provider's compliance with the obligations under the GDPR and this GCU upon the Organiser's request.
9.3 The Organiser shall be entitled to inspect the Provider prior to the commencement of the processing of Organiser Data and regularly during the term of the Main Contract with regard to compliance with the provisions of these GTC, in particular the implementation of the technical and organisational measures in accordance with Annex 2or by a qualified auditor bound to secrecy; including by means of inspections. The Provider shall enable such reviews and shall contribute to such reviews by taking all appropriate and reasonable steps, including granting the necessary access and access rights and providing all necessary information.
9.4 The reviews and inspections shall, as far as possible, not hinder the Provider in its normal business operations and shall not place an undue burden on the Provider. In particular, inspections shall not take place at the Provider's premises more than once per calendar year without a specific reason and only during the Provider's normal business hours. The organiser shall notify the provider of inspections in writing or text form in good time in advance.
9.5 In accordance with the provisions of the GDPR, the Organiser and the Provider are subject to public inspections by the competent supervisory authority. Upon request by the Organiser, the Provider shall provide the requested information to the supervisory authority and grant the latter the opportunity to examine it; this includes inspections at the Provider's premises by the supervisory authority or the persons designated by it. In this context, the provider shall grant the competent supervisory authority the necessary rights of access, information and inspection.
10 Final provisions
10.1 In the event of contradictions between this GPC and the main contract relevant under data protection law, the provisions of this GPC shall take precedence. In all other respects, the provisions of the main contract shall apply accordingly.
10.2 Obligations of the parties towards third parties (in particular towards the data subjects) that go beyond the GDPR are not established by this agreement.
Annex 1 - Processing operations
|Processing||Description||Art. 26||Art. 28||Legal basis|
|Booking of services of the organiser by participants||The Provider receives the participant's registration data from the participant account as well as via its subcontracted processor Pretix and transmits the participant data required for the processing of the participant contract and the payment processing to the Organiser. The parties shall mutually transmit to each other any changes made to the participant's data after the booking has been made, insofar as this is necessary for the processing of the contracts concluded between the organiser and the participant via the platform. The provider uses the participant's contact data to send the participant the order confirmation and the authorisation code for the virtual service room.||x||Art. 6 para. 1 p. 1 lit. b) DSGVO (contract between the participant and the provider as well as the participant and the organiser)|
|Organiser's employee data in the organiser account||The Provider shall receive and manage the login data and other account information from employees of the Organiser in the Organiser account on the Platform. Categories of persons concerned: Employees of the organiser Nature of the personal data: Registration data (surname, first name, e-mail address, telephone number)||x||Art. 28 GDPR|
|Publication of services||The provider may publish services on the platform. The information entered may contain personal data in exceptional cases. Categories of persons concerned: Persons hired by the organiser (e.g. guides, artists or musicians in the service title) Type of personal data: Information provided by the organiser (e.g. guide names, artist or musician names in the service title)||x||Art. 28 GDPR|
|Participant support||As a matter of principle, the provider only provides support for enquiries from participants that concern the platform. Enquiries concerning a service or the relationship between the organiser and the participant will be processed by the organiser. Should a participant contact the provider with such an enquiry, the provider will forward this enquiry together with the personal data contained therein to the organiser. Categories of persons concerned: Participant Type of personal data: Enquiry content and contact information, if applicable||x||Art. 28 GDPR|
Annex 2 - Other processors
|Name||Address||Type of data||Purpose||Place of processing / guarantees|
|"Pretix", rami.io GmbH||Markgräfler Straße 16, 69126 Heidelberg||Registration data, payment information||Processing of the participant order||Germany (EEA)|
|Hetzner Online GmbH||Industriestr. 25, 91710 Gunzenhausen||Hosted data, e-mail communication||Web host and email server||Germany (EEA)|