Guide Terms and Conditions
Please read the Terms and Conditions of Use carefully. You must take note of and accept them before you can use the platform.
1. The platform
Guidebase Ltd, 6 Little Green Cheveley, Newmarket, Suffolk, CB8 9RG ("Guidebase") runs the website at www.guidebase.com (the "website") and related mobile apps ("apps") for various platforms (the website and apps being jointly referred to hereinafter as the "platform"). The platform enables its users to book certified operators and other professional alpinists (hereinafter referred to generally as "mountain guide(s)"). In addition, the platform provides thematically related services, such as weather information, access to webcams, etc. However, the focus is on helping to find and arrange operators for alpine pursuits (hereinafter referred to as "trips").
The operators who can be booked using the platform are not employed by Guidebase, but entrepreneurs who act independently and on their own account.
Guidebase itself does not offer any mountain guide services. Guidebase acts solely as an intermediary between users of the platform and operators. Consequently, any agreement relating to a tour is formed only between the user of the platform and the mountain guide. That means only the mountain guide, and not Guidebase in any way, shape or form, is responsible for preparing and holding the tour properly. Guidebase merely enables conclusion of an agreement between the user of the platform and the mountain guide, as described hereinafter (Section 4.4).
Operators who have registered on the platform can use it to offer tours that they have designed themselves and that their certification authorizes them to hold. They can also offer their services for tours tailored to the wishes of platform users provided their certification authorizes them to hold the requested tour.
2. Scope of application of these Terms and Conditions of Use
These Terms and Conditions of Use shall apply exclusively to the business relationship between Guidebase and the mountain guide. Differing general standard terms and conditions of the mountain guide shall not be acknowledged. This shall also apply if Guidebase does not explicitly object to their inclusion.
3. Conclusion of a Usage Agreement
3.1 The mountain guide's contractual partner is Guidebase.
3.2 The agreement shall be concluded in English
3.3 The mountain guide must conclude an agreement with Guidebase on use of the platform ("Usage Agreement") on the basis of these Terms and Conditions of Use in order to be able to use the platform. The Usage Agreement shall be formed by an offer being made and accepted. Operators shall submit an offer as follows:
- Operators then send their offer to conclude a Usage Agreement over the platform by clicking on the button in question in the registration form. Operators shall be bound by their offer until they receive the e-mail from Guidebase in accordance with Section 3.5 below, but for no longer than two weeks.
3.4 The operators shall send their certification documents together with their other registration information in accordance with Section 3.3. All state certificates that the operators have obtained and that are required for them to pursue the activities as part of their planned of-fer on the platform must be submitted, as requested by Guidebase. Guidebase shall be authorized to demand that the documents be sent by post so that they can be checked; in this case, the operators shall be bound by their offer for two weeks as of when the documents are sent by post to Guidebase.
3.5 After checking the documents, Guidebase shall send the operators - without prejudice to the provision in the last sentence of Section 3.3 – an e-mail stating whether they have been admitted to the platform or not. If Guidebase states that it has admitted the mountain guide in question, this shall constitute acceptance of the mountain guide's offer to conclude the Usage Agreement, i.e. the Usage Agreement between the mountain guide and Guidebase is formed when the mail stating that the mountain guide has been admitted is received.
3.6 Operators must enter truthful and complete registration data.
3.7 Operators must be 18 and above when they submit an offer in accordance with Section 3.3.
4. Use of the platform
4.1 The operators shall keep their profile data up-to-date at all times.
4.2 The operators shall keep their access data for the platform, in par-ticular their password, secret under all circumstances. They shall be obliged to notify Guidebase immediately if they have grounds to believe that their access data is being misused.
4.3 After being admitted to the platform, operators can upload a profile and tours they have designed themselves on the platform for its users to view. The profile data and other details must be truthful. Operators may only upload tours they have designed themselves if their certification authorizes them to hold such tours.
4.4 The agreement to hold a tour (the "Mountain Guide Agreement") shall be formed solely between the mountain guide and the user of the platform. Guidebase shall not be involved in this agreement, but shall only mediate conclusion of it. This shall be done as follows:
- The users of the platform can send requests for tours to operators using the platform.
- The mountain guide who receives the request shall check it and send the user requesting the tour an offer via the platform, subject to Section 5.2 below.
- The user of the platform can accept this offer, reject it or request the mountain guide over the platform to submit an amended offer, which the user of the platform can in turn either accept or reject. If the user of the platform accepts the offer, the Mountain Guide Agreement is formed.
The contents of the Mountain Guide Agreement, in particular relating to remuneration, shall be defined solely between the user of the platform and the mountain guide. The responsibility for preparing and holding the tour shall lie solely with the mountain guide, not with Guidebase.
Operators shall be obliged to provide users of the platform who request a tour with all the information required to conclude the agreement and in the necessary manner and, in particular, to inform said users properly about any right of withdrawal.
4.5 The mountain guide is aware that an Internet platform such as this one is a dynamic offering and Guidebase must be able to adapt the services offered over the platform at any time. Guidebase shall therefore be authorized to change the services provided over the platform within the bounds of what is reasonable for the operators, in particular if this is necessary on legal, economic or material grounds.
4.6 Guidebase shall endeavor to maintain the platform's availability without interruptions and to send data that is free of errors. However, the nature of the Internet means that Guidebase cannot guarantee unrestricted access to the platform at all times. Access to it may be interrupted or restricted for a short time and without prior notice for technical reasons (e.g. maintenance work) or due to force majeure (e.g. power outage).
4.7 The operators shall refrain from any form of inappropriate commu-nication on the platform, in particular with users of the platform. In particular, offensive, discriminatory, sexist or other immoral remarks are prohibited.
4.8. The operators may conclude a Mountain Guide Agreement (Section 4.4) with users who contact them about their offer on the platform only using this platform. The same shall apply to future requests from such users.
5. Obligations of the operators as regards tours
5.1 The operators shall be obliged to report any change to their certification to Guidebase immediately.
5.2 The operators may only issue an offer to conclude a Mountain Guide Agreement for a request from a user for a tour their certification authorizes them to hold.
5.3 The operators shall be obliged to ensure necessary and adequate insurance cover of the platform user who books them and for them-selves. They may not start a tour without such insurance cover.
5.4 Before conclusion of a Mountain Guide Agreement, the operators shall be obliged to clarify as best possible whether the user requesting a tour meets the physical requirements for the tour in question. If the operators have not insubstantial doubts as to that, they cannot submit an offer to, or accept an offer from, the user requesting the tour.
5.5 Before the booked tour starts, the operators shall again make sure that the user of the platform meets the physical requirements for the booked tour. If they have not insubstantial doubts as to that, they must not hold the booked tour.
5.6 The operators shall be obliged to ensure that the necessary equipment is available on the booked tour and is worn or used by the user of the platform on the tour.
5.7 In holding a booked tour, the operators shall be obliged to comply with the pertinent legislation and official requirements, as well as with all guidelines and codes to be observed in accordance with their certification.
5.8 The operators shall be obliged to hold the booked tour in person. They shall in no case be authorized to have the booked tour held by a third party, even if that third party has the same or a higher level of certification than the mountain guide in question.
5.9 The mountain guide shall inform Guidebase over the platform that a booked tour has been completed as soon as it is over.
6.1 Guidebase shall be authorized to block operators' profile and access to the platform if and for as long as there are concrete indications that the operators are not complying, or are not adequately complying, with their obligations under the Usage Agreement.
6.2 Without prejudice to Section 8 below, Guidebase shall be author-ized to block operators' profile and access to the platform definitively if, in the judgment of Guidebase, that is necessary to protect the platform's functionality and/or users, in particular if
- operators have repeatedly received negative ratings (3 stars or less) from users of the platform who have booked a tour with them and blocking of them is necessary to safeguard the interests of other platform users;
- they have furnished incorrect profile data, if the mistake is not wholly negligible;
- they have passed on their access data to a third party or delegat-ed a booked tour to another mountain guide or a third party has otherwise gained knowledge of their access data;
- they have violated their obligations under Section 4.2 Sentence 1 or 4.8;
- there is an important reason within the meaning of Section 8.2.
7.1 The mountain guide shall not owe Guidebase any remuneration for use of the platform in accordance with the Usage Agreement.
7.2 Guidebase shall charge the mountain guide commission for brokering Mountain Guide Agreements. If a tour with the mountain guide is arranged using the platform, Guidebase shall receive commission of 10% of the net remuneration the mountain guide has agreed with the platform user in the brokered Mountain Guide Agreement, plus any value-added tax payable. The commission shall be due when the booked tour is completed.
7.3 As soon as the mountain guide (see Section 5.9) and the user have announced that the booked tour has been completed, Guidebase shall collect the remuneration agreed with the mountain guide through its payment service provider by the means of payment selected by the user upon booking. The operators can see from their account whether the amount has been received on the trust account created for them with the payment service provider and, by clicking on the relevant button, have the amount – minus the commission owed in accordance with 7.2 – transferred to the bank account they have previously specified.
7.4 Guidebase shall be authorized to increase the commission specified in Section 7.2 if the costs of providing the platform increase. The percentage increase in the commission must not exceed the per-centage increase in the costs. The increase shall come into effect one month after Guidebase has given notice of it.
8. Term and termination
8.1 The Usage Agreement shall be concluded for an indefinite period of time. It can be terminated ordinarily by operators at any time and by Guidebase with a period of notice of two weeks.
8.2 The right to terminate it without notice for an important reason shall remain unaffected. Such an important reason for Guidebase shall exist in particular if operators
- violate their obligations under Sections 4.2 Sentence 1, 5.2, 5.5, 5.6 or 5.8,
- violate other obligations under Section 5 on multiple occasions.
8.3 Notice of termination shall not be valid unless given in text form (e.g. by email). E-mail shall be sufficient.
9.1 Guidebase shall be liable if it acts with willful intent or gross negligence. If it acts with slight negligence, Guidebase shall be liable only
a) for damage resulting from injury to life, body or health,
b) for damage resulting from violation of a cardinal obligation under the Usage Agreement (an obligation whose proper fulfillment constitutes a condition for implementation of the agreement and on the fulfillment of which the other party to the agreement regularly relies and may rely); in this case, however, liability shall be limited to reimbursement of the foreseeable damage that typically occurs.
9.2 The above limitations on liability shall not apply to claims under the UK Product Liability Law.
10. Rights of use
10.1 The operators shall grant Guidebase a simple, transferable and sublicensable right, free of charge and without restriction as to time and place, to use the content they have uploaded, in particular texts, photographs, graphics, etc., in particular
- to copy and disseminate it in any type of printed work and printed publication
- to copy and disseminate it using digital storage and reproduction media, irrespective of the technical equipment and including all digital and interactive systems, in particular also for reception by stationary and/or mobile devices, regardless of the transmission channel and transmission method
- to store it in electronic databases, including those of search engines, and electronic data networks, regardless of the storage and transmission technology used for that
- and in each case irrespective of the purpose of its use, including in particular for Guidebase's marketing purposes.
The conferred rights of use shall also include the right to edit the content, in particular in such a way that it can be suitably presented on mobile devices (smartphones, tablets, etc.).
10.2 The operators pledge to Guidebase that they have the required rights to grant the rights in accordance with Section 10.1 and that Guidebase does not infringe any rights of third parties through the types of use permitted pursuant to Section 10.1. The mountain guide shall indemnify Guidebase against such claims by third parties.
11. Ratings, comments
11.1 The users of the platform and the operators shall rate each other after a joint tour has been held. The rating can be viewed by the other platform users and operators.
11.2 The ratings shall be reviewed by Guidebase if deemed neccisary.
11.3 The operators, like the platform users, shall be obliged to provide only truthful and objective details in their ratings. The operators, like the platform users, shall refrain from making offensive remarks.
11.4 The operators, like the platform users, shall be obliged to refrain from manipulating the platform's rating system in any way, such as by tasking third parties to submit positive or negative ratings, etc.
11.5 Guidebase shall be authorized at its own discretion to remove rat-ings that Guidebase believes to be misleading or inappropriate.
12. Note on data protection
13. Reservation of the right to make amendments
13.1 Guidebase reserves the right to amend these Terms and Conditions of Use if and insofar as that it is necessary due to circumstances that Guidebase could not foresee and over which Guidebase has no influence.
13.2 Guidebase shall give the operators advance notice of amendments. If the mountain guide does not object to the amendments within 6 weeks of receiving said notice, the amended Terms and Conditions of Use shall be deemed to have been agreed.
14. Enlisting the services of third parties, assignability
14.1 Guidebase shall be authorized to enlist the services of third parties to fulfill its obligations under the Usage Agreement and to exercise its rights.
14.2 Guidebase shall be authorized to assign its rights and obligations from this agreement to third parties, in full or in part, subject to prior notice (of at least 4 weeks).
15. Applicable law and place of jurisdiction
15.1 This Usage Agreement shall be subject to UK law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
15.2 If the mountain guide is a merchant within the meaning of UK Commercial Code, any disputes arising from or in connection with the Usage Agreement shall be settled before English law. Other-wise, Guidebase can file legal action before any other court with jurisdiction under the statutory regulations.
Date of these Terms and Conditions of Use: April 24th 2020