General Ordering Terms and Conditions (GOTC)

General Ordering Terms and Conditions (GOTC)

1. General information

1.1 Lesson Nine GmbH (hereinafter "Babbel"), with its headquarters at Max-Beer- Str. 2, 10119 Berlin, operates an online learning system with which language skills can be learned and extended in a simple and efficient manner under the Internet domain www.babbel.com. The services and products offered by Babbel (hereinafter "Services") can be used via Internet-compatible computer programmes (web browsers) and also via mobile applications (apps for Android and iOS). In addition to these Services, Babbel also offers additional optional services that efficiently complement the online learning system (subsequent"Additional Offers")These Additional Offers are subject to additional terms of use, they are available separately and as a package. Babbel Services are accessible after purchasing and entering pursuant access codes.

These General Ordering Terms and Conditions (hereinafter GOTC) of Babbel shall apply to the acquisition of access codes to Babbel Services at company conditions at https://business.babbel.com/ or on request by e-mail.

1.2 All contents of the offered Services are protected by trademark and copyright. The Service includes different learning languages and display languages for menu navigation, which can be selected in different combinations. It is possible to acquire access to one learning language as well as for all available languages at the same time.

1.3 An entrepreneur within the meaning of these GOTC is each natural person or legal entity or a partnership with legal capacity that acts while performing their self-employed professional or commercial activity upon conclusion of a legal transaction. Companies (hereinafter "Customer") can acquire access codes for their employees against payment under these GOTC.

1.4 The inclusion of own terms and conditions of the Customer are hereby objected to unless otherwise explicitly agreed. The Customer undertakes to read these GOTC carefully, which are also available on the website, so that it has the possibility to confirm, store and restore these GOTC. By placing an order, the customer agrees to these GOTC and their inclusion in the contractual relationship for the purchase of Services.

2. Conclusion of contract

2.1 The listed service descriptions and price offers of Babbel do not constitute any binding offers but serve the purpose of the submission of a binding offer by the Customer.

2.2 The Customer can submit the respective offer concerning the online order mask integrated in the Online-Shop. The customer selects from the Services offered and places his selection in the shopping basket. Meanwhile the electronic ordering process, the customer confirms a legally binding contract offer with regard to the Services contained in the shopping cart by clicking the button that concludes the ordering process. Before the binding submission of the order via the online order form, the customer can finally correct his entries via the input mask.

2.3 In addition, the customer has the option of sending his offer to Babbel via an order form provided via download link or e-mail. All available Services and other Additional Offers are shown on the order form and can be selected by marking or deleting them. This order form will be completed, signed and sent electronically to the address indicated on the form.

2.4 During the order process it is essential to state the VAT identification number assigned to the customer or the tax identification number as well as a correct and technically perfectly accessible valid e-mail address and to enter the further data in the areas marked as mandatory fields. In any case the submitted offer requires the acceptance by Babbel.

2.5 After receipt of the offer and before submission of the declaration of acceptance Babbel will send the Customer a confirmation of receipt and content of the order with the stored data in a text form by e-mail to the address transmitted during the order process. This order confirmation may be dispensed with if Babbel immediately begins sending the access codes codes or by mutual agreement with the provision of the additional offers.

2.6 The automatic order processing and further contacts will, as a rule, take place by e-mail. The Customer has to ensure that the e-mail address entered by the Customer for the order processing is correct so that the e-mails sent by Babbel can be received and called under this address. In particular when using SPAM filters it is to be ensured that all e-mails sent by Babbel or by Babbel to third parties commissioned to process the order can be delivered.

2.7 The effective acceptance of your offer when ordering via the online shop shall be carried out with the sending of the necessary access codes for the ordered Services and other Additional Offers in an electronic form to the e-mail address of the Customer entered with the order, insofar as not otherwise agreed. The conclusion of the contract between Babbel and the Customer and the delivery of der access codes shall be carried out by no later than two (2) workdays after the sending of the offer. If Babbel does not accept the Customer’s offer within the aforementioned deadline this shall be deemed as a rejection of the offer with the consequence that the Customer is no longer bound to its declaration of intent.

2.8 When using the Babbel B2B Platform to independently add or remove any access codes for employees of the Customer, the acceptance of their offer is effected with the activation of the administrator customer account for their customer environment on the Babbel B2B Platform. Further manuals and instructions are made available electronically upon conclusion of the contract. The customer administrator can then independently generate the desired number of additional access codes by entering the e-mail in the Babbel B2B platform of the respective employee. This creates a customer account for the employee and creates the corresponding access codes according to the selected contract details.

2.9 Invoicing in a paper form is waived. The invoice will be sent by e-mail. The Customer agrees to an invoice sent using electronic means with the submission of the order.

3. Prices and terms of payment

3.1 For the delivery and duration of the Services and Additional Offers, the prices published at the time of placing the order in the respective currency and conditions stated shall apply. Insofar as not stipulated otherwise the stated prices concern end prices, which contain the statutory value added tax and are deemed including delivery charges. The procedure for the reversal of the capacity as tax debtor will apply to customers with their headquarters outside of Germany (Reverse Charge procedure).

3.2 Prices and terms of the Babbel B2B Platform are based on the contractually agreed specifications. Billing takes place at the end of each month for the current month and all Services existing and newly activated in this billing month are billed via the portal. All current employees who have been added count access codes in the payroll until the corresponding accesses are terminated. Termination of this "pay-what-you-also-use-procedure" is effected by removing the employee account from the Babbel B2B Platform.

3.3 For additional offers, the conditions agreed in the contract apply and will also be invoiced at the end of a month for the current month, provided that the additional offer does not consist of a one-time service according to the circumstances.

3.4 Various payment possibilities are available to the Customer in the ordering and billing process. The payment amount is due and payable immediately upon conclusion of the contract.

3.5 Babbel reserves the right to explicitly authorise third parties to request the Customer for payment or to collect the payment. In this case the payment made to the third party shall at the same time be deemed as debt-discharging towards Babbel. A payment shall be deemed as made when Babbel or a third party authorised by Babbel may dispose over the amount. In case of default of payment interest in default will be charged will be charged in the statutory amount. Babbel explicitly reserves the right to finally deactivate Services and Additional Offers in case of payment default or to temporarily suspend these in case of delays in payment occurring otherwise until the circumstances, which caused such delays are remedied and have been finally dispelled and a payment has been made. In case of deactivation of the Services the actively used Services until this time can then be ended with immediate effect.

3.6 The Customer can only offset against claims of Babbel with claims which have been explicitly recognised by Babbel or which have been declared final and binding. This shall also apply to possible rights of retention.

4. Access to Babbel's Service

Generally:

4.1 Each natural person of the age of consent (hereinafter "User") can register on the learning platform of Babbel under www.babbel.com and after the completed registration and successful verification of the customer account use the Services free or liable to costs. The General Business Terms respectively currently deposited there shall apply to these contracts of use between Babbel and the user.

4.2 The internet services required for the use of the Babbel Services and the necessary equipment are the sole responsibility of the user with regard to the costs incurred, the availability and the security of the data connection.

4.3 Babbel's privacy policy applies to all user data. These can be viewed at https://about.babbel.com/de/privacy/.

4.4 The additions acquired are transferable. However, the transfer is limited to employees of the customer as well as employees, salaried employees or other contractually related contributors of the customer and companies affiliated with the customer within the meaning of § 15 AktG. In particular, resale to third parties is not permitted via any medium without the written consent of Babbel.

Access codes option

4.5 To use the access code and activate the Service, the user enters the access codes received at home.babbel.com/coupons after registration. During activation, the user selects the appropriate combination of learning language and menu language according to the available languages.

Activation via Babbel B2B Portal

4.6 The employee accounts created in the Babbel B2B Platform will then have access to the Services. The activation and use of further Additional Offers can only take place when the employee accounts have been successfully created and are then carried out by Babbel after placing the order and to the contractually agreed extent.

5. Conditions for the use of Babbel accesses

5.1 Access can be provided for the parameters selected during the ordering process. An access code is only valid for a one-time redemption. The equivalent value of the access code will neither be paid out in cash nor will interest be paid on it.

5.2 Access codes are valid until the end of the third year after the year of purchase in order to activate language learning packages.

5.3 The access code grants a simple and limited right to use the copyrighted content and Services on the Babbel learning platform for the activated period of use when redeemed.

6. Liability

6.1 Babbel shall make an effort to ensure a proper operation of the Online-Shop at all times. However, Babbel will not guarantee any uninterrupted availability.

6.2 Claims of the Customer for damages are excluded insofar as not otherwise regulated below. Excluded from this are claims for damages of the Customer from the injury to life, the body, the health or from the breach of essential contractual obligations (cardinal obligations) as well as the liability for other damages, which are due to a wilful or grossly negligent breach of obligations by Babbel.

6.3 With the breach of essential contractual obligations Babbel will only be liable for the foreseeable damages, which are typical for the contract, if this was caused by simple negligence.

6.4 Insofar as the liability of Babbel is excluded or limited this shall also apply to the personal liability of employees, legal representatives and vicarious agents of Babbel if claims are asserted directly against said persons.

7. Use of customer data

7.1 With regard to all data, which relate to the business relationships with the Customer, the Babbel data protection provisions shall apply, which can accordingly be called online. In case of further questions relating to the topic of data protection, requests for information or changes Babbel will be available to the Customer under b2b@babbel.com.

7.2 Babbel is entitled to name the Customer as a reference for the further recommendation of the Services of Babbel and for this purpose to depict the Customer’s corporate logo / the corporate name or corporate marking in this respect. The Customer can revoke the naming as a reference and/or the depiction of the corporate logo at Babbel in writing at all times, whereby an e-mail is sufficient.

8. Place of jurisdiction, applicable law, partial invalidity

8.1 The law of the Federal Republic of Germany shall apply exclusively to contracts between Babbel and the Customer under the exclusion of the UN Convention on Contracts for the International Sale of Goods.

8.2 The parties exclude the application of the laws of conflict of international private law insofar as these lead to the exclusive application of other legal systems.

8.3 The GOTC shall also remain binding regarding their remaining parts with the legal invalidity of individual provisions. The invalid provision is then to be replaced by a regulation, which shall as far as possible correspond with the commercial objective of the parties. The same shall apply if gaps are featured in these GOTC.

8.4 Amendments or addendums to these GOTC and any other agreement between Babbel and the Customer with regard to the acquisition of access codes require a written form, whereby an e-mail is considered to be sufficient. No oral collateral agreements were reached.

8.5 The headquarters of Babbel is agreed as place of jurisdiction.

Status: 18.04.2018