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 allowing users (hereinafter “Users”) to acquire and extend language skills in a simple and efficient manner under the Internet domain www.babbel.com. In order to be able to use or take advantage of the products and services offered by Babbel (hereinafter “Services”), users must be provided with internet-compatible hardware (such as computers, tablets, smartphones) and software (such as web-browsers, iOS or Android apps) that is legal, commonly used and up-to-date and fulfils the system requirements set forth on https://support.babbel.com/hc/en-us/articles/205600268-What-do-I-need-to-be-able-to-use-Babbel-System-requirements- . In addition to these Services, Babbel also offers additional optional services that efficiently complement the online learning system (hereinafter "Additional Offers"). These Additional Offers are subject to additional terms of use, they are available separately and as a package.

1.2 These General Ordering Terms and Conditions (hereinafter GOTC) shall apply to the purchase and use of Babbel Services by businesses customers (hereinafter: “Customers”). Own terms and conditions of Customers shall not apply, unless explicitly agreed otherwise. The Customer undertakes to read carefully these GOTC, that are also available on the website, in order to be able to accept, store and restore them. By placing an order, the Customer accepts these GOTC as binding for the purchase and use of Services. The General Terms and Conditions available on www.babbel.com shall apply to the use of the Services by each User, as far as not overridden by any diverging or incompatible provision of these GOTC.

1.3 A “business” within the meaning of these GOTC is a natural person, legal entity or partnership with legal capacity acting for purposes of its trade, business, craft or profession. Businesses can purchase the Services for their employees against payment of the respective fee pursuant to these GOTC. Unless otherwise specified, for each natural person accessing the Services a separate, personal access right (hereinafter “Access”) needs to be included in the purchased subscription or purchased separately. The Service includes different learning languages and display languages for menu navigation, which can be selected in different combinations. It is possible to purchase access to one or more of the available learning languages at the same time.

  1. Conclusion of contract

2.1.1 Procedure via the website https://business.babbel.com/

The selection of Services and prices displayed on https://business.babbel.com/ merely represents a non-binding offer. Customers may submit a binding offer to purchase them via the respective order form. Customers must select the desired Service and move it into the shopping cart section of Babbel. When ordering online, Customers place their order regarding the Services contained in the shopping cart by clicking the button that concludes the ordering process. Before confirming the order, Customers may correct the details entered into the order form.

2.1.2 Procedure via e-mail

Customers may also place orders via e-mail by submitting the 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. Such order form must be filled in, signed and sent electronically to the e-mail address displayed on the form.

2.2 During the ordering process, Customers must specify

  • their VAT identification no. (if they are based within the EU)
  • as far as available, any other tax identification no. (if they are not based within the EU)
  • a correct and technically perfectly accessible, valid e-mail address and
  • any further data marked as mandatory.

For the contract to be closed, the offer submitted must be accepted by Babbel.

2.3 After receiving the Customer’s order and before accepting it Babbel will send to the Customer a written (“Textform”) confirmation of receipt including an order summary and all stored data via e-mail to the address used during the ordering process. Such confirmation shall not be required in case Babbel immediately starts providing the Service (e.g. by disclosing access details) or whenever the parties have agreed accordingly.

2.4 In principle, the automatic order processing and further correspondence will take place via e-mail. The Customer has to ensure that the e-mail address used during the order processing is correct so that the e-mails sent by Babbel can be received and accessed under this address. In particular when using SPAM filters it is to be ensured that all e-mails sent by Babbel or by any third party acting on Babbel’s behalf in the framework of the order processing can be delivered.

2.5 When purchasing via the website, the order acceptance shall be declared by sending the information necessary to access the ordered Services and/or Additional Offers in an electronic form to the Customer’s e-mail address specified when placing the order, unless otherwise agreed. The conclusion of the contract between Babbel and the Customer and the disclosure of access information shall take place no later than two (2) workdays of submitting the offer. If Babbel does not accept the order within the aforementioned deadline this shall be deemed as a rejection of the Customer’s offer with the consequence that Customers are no longer bound by their offer.

2.6 Once Customers have purchased any Service, additional Accesses can be ordered as described above. When purchasing such additional Accesses, Babbel shall accept the Customer’s order by activating them using the same method as in the initial purchase.

2.7 No paper invoices shall be issued. Invoices will be sent via e-mail. Unless otherwise agreed, by submitting the order, Customers accept electronic invoicing.

  1. Activation

3.1 The internet services required for using Babbel Services and the necessary equipment are the User’s sole responsibility with regard to costs incurred, availability and security of the data connection. For providing its Services, Babbel uses the technologies currently and commonly used in the field. To be able to make full use of the Services, Users must likewise use these technologies (e.g. up-to-date browser technologies, Adobe Flash) or enable them on their computer (e.g. activate Java Script, enable cookies and pop-ups). If older or not commonly used technologies are used, Users might only be able to make limited use of the Services.

3.2 Services can be activated via the Babbel B2B Admin Portal or via access codes.

3.2.1 Procedure via Babbel B2B Admin Portal
Manuals and instructions for the activation of Babbel Classic via the Babbel B2B Admin Portal are made available electronically upon conclusion of the contract. The Customer can independently add or remove any Accesses for their employees within the agreed batch size. The accounts created in the Babbel B2B Admin Portal for employees will then have access to the Services. Only once such employee accounts have been successfully created may Additional Offers be activated. The activation of Additional Offers is carried out by Babbel after the respective order has been placed and to the contractually agreed extent.

3.2.2 Procedure via access codes
To activate the service via access codes, Users must enter the access codes received at home.babbel.com/coupons after registration. During activation, the Users must select the appropriate combination of learning language and menu language according among the available languages. Access codes can be redeemed only once.

3.3 Accesses purchased for the activation of Services via the Babbel B2B Admin Portal are transferrable. However, transfer is limited to members of the Customer’s staff, including employees, collaborators or other contractually related contributors of the Customer and companies affiliated with the Customer within the meaning of § 15 AktG.

3.4 Customers acknowledge and accept that they may not

  • resell Accesses and/or access codes to third parties, unless an appropriate reseller contract in writing has been closed with Babbel. Customers may contact Babbel to find out more about reseller contracts;
  • publish, disseminate, share, give away for free or make otherwise available to third parties Accesses and/or access codes, in particular but without limitation by publishing them online.

3.5 Additional or different conditions for activation may apply to specific services (such as Babbel Live). Instructions on how to activate such services shall be made available in an appropriate manner or provided by the account management team.

  1. Conditions applicable to access codes and credits

4.1 Access is provided according to the parameters selected during the ordering process. The equivalent value of access codes can never be paid out in cash nor will interests accrue on it.

4.2 Access codes may be redeemed until the end of the third year after the year of purchase in order to activate language learning packages.

4.3 The access code grants a simple and limited right to use the copyrighted content and Services on the Babbel learning platform for the respective term activated by redeeming each access code.

4.4. Babbel Live credits may be redeemed within 1 year of purchase. Once Babbel Live credits have been redeemed and thereby assigned to a User, they can only be re-assigned if the order amount exceeds 5.000 EUR (VAT excl.). In all other cases Customers do not have a right to re-assign Babbel Live credits. However, Babbel may, at its sole discretion, allow Customers to re-assign Babbel Live credits against payment of a service fee of 50€ for each transfer. Requests for re-assignment must be submitted via e-mail to the respective account manager.

  1. Prices, term and cancellation

5.1 Some features of Babbel may be accessed at no cost. Please refer to sec. 4 of the General Terms and Conditions available on www.babbel.com to find out more about the free use of the basic functions.

5.2 The prices published at the time of placing the order in the respective currency and at the conditions stated shall apply to the delivery and throughout the duration of the Services and Additional Offers. Unless otherwise specified, the prices stated are final and include the statutory value added tax and any delivery costs. The reverse charge procedure shall apply to Customers based within the EU but outside of Germany.

5.3 Subscriptions are defined by number of Accesses and term. Terms, which may be fixed or recurring, depend on the chosen set-up and/or product and are stated on the website business.babbel.com.

5.3.1 By default, subscriptions are recurring. This is also specified on the website and on each invoice. Unless otherwise agreed, recurring subscriptions shall be renewed automatically at the same conditions (# of Accesses and duration) at the end of each term. At the beginning of each renewal, an invoice is issued and sent via e-mail to the Customer.

5.3.2 If Services have been activated via access codes (3.2.2), Customers shall receive the same amount of additional access codes as specified in the original contract. These can be redeemed within the same time frame as stated in 4.2.

5.3.3 In case Customers purchase additional Accesses within the framework of a recurring subscription, such additional Accesses bought at a later stage shall nevertheless expire on the same day as the underlying recurring subscription and - unless terminated – be renewed at the same conditions. The price of such additional Accesses shall be determined on a pro-rata basis.

5.4 The automatic renewal can be cancelled at any time with 2 weeks notice prior to the end of the current term by sending an e-mail to the e-mail address specified on each invoice. The receipt of the cancellation shall be acknowledged by Babbel.

5.5 After subscriptions terminate (e.g. because the term has expired or because of a cancellation) accounts will be downgraded to the free version of the Service. Paid Services can be re-activated at any time by paying the respective fee. The previous learning achievements shall thereby be restored. Natural persons holding a Babbel account may also renew it as a Consumer account at the conditions and for the prices displayed on https://home.babbel.com/prices.

5.6 Additional Services or Offers are subject to the conditions specified in the respective contract, which may differ from these terms and conditions, and will also be invoiced in the respective term.

 

 

  1. Payments

6.1 Various payment methods are available to Customers in the ordering and billing process. The payment amount is due and payable 30 days upon conclusion of the contract. If the payment is not received within this period, Babbel reserves the right to suspend the Service until payment is received.

6.2 Babbel reserves the right to authorise third parties to request and/or collect the payment from Customers. In this case the payment made to such 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 on arrears will be charged in the statutory amount. Babbel explicitly reserves the right to finally deactivate Services (including Additional Services or 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 Services, Services already used may be terminated with immediate effect.

6.3 The Customer may 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.

  1. Liability

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

7.2 Without prejudice to the following sections, claims of the Customer for damages are excluded.

7.3 This does not apply to damages of the Customer from the injury to life, body or health or from the breach of essential contractual obligations (cardinal obligations) as well to other damages, which are due to a wilful or grossly negligent breach of obligations by Babbel.

7.4 In case of breach of essential contractual obligations caused by slight negligence Babbel will only be liable to the extent of damages foreseeable and typical for the contract.

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

  1. Use of personal and Customer data in general

8.1 With regard to the processing of personal data within the framework of the business relationship with Customers, the privacy policy of Babbel – available at https://about.babbel.com/de/privacy/ shall apply. Any questions relating to the topic of data protection, requests for information or changes may be addressed to Babbel at corporates@babbel.com.

8.2 With regard to the use of Customer data not considered “personal”, 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 object to such naming as a reference and/or the depiction of the corporate logo at any time by sending an unambiguous statement to Babbel in writing (an e-mail is sufficient).

  1. Processing of Employee Data on the Customer’s behalf
  2. The Parties agree that the processing of personal data referring to the Customer’s employees (hereinafter “Employee Data”) shall take place according to Babbel’s privacy policy. Unless otherwise stated, Babbel shall not transfer or make available such Employee Data to the Customer.
  3. The above does not apply to the processing of Employee Data on the Customer’s behalf. Insofar as the Customer engages Babbel to process Employee Data according to art. 28 GDPR (e.g. for learning achievements reporting purposes) the Customer shall bear full responsibility as “controller” (as of art. 4 no. 7 and art. 24 GDPR) for all data processing activities performed within the framework of the engagement.
  4. In particular, but without limitation, the Customer must ensure that the processing of Employee Data on its behalf takes place in compliance with the relevant employment contract, applicable collective agreements, internal by-laws (“Betriebsvereinbarung”), other labour law provisions (e.g. with respect to worker participation, “Mitbestimmung”).
  5. Customers moreover commit to informing Babbel without undue delay in case the employment relationship with an employee ceases – regardless of the reason – during the term of the contract with Babbel.
  6. Intellectual property rights

    10.1 All content of the Services is protected according to the applicable legislation on intellectual property. Any intellectual property rights, including but not limited to trademark rights and copyrights, are exclusively held by Babbel.

10.2 Customers only receive a non-exclusive, non-transferable and non-sublicensable right to use the Service limited in time to the term of the contract, in accordance with these GOTC and any further applicable conditions, including the General Terms and Conditions of Babbel available at www.babbel.com.

  1. Place of jurisdiction, applicable law, severability

11.1 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.

11.2 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.

11.3 In case any provision of these GOTC should be or become invalid or ineffective, this shall not affect the remaining provisions. The invalid or ineffective provision shall then be replaced by a regulation coming closest to the parties’ commercial intention. The same shall apply to any loopholes in these GOTC.

11.4 Amendments or addendums to these GOTC and any other agreement between Babbel and the Customer with regard to the acquisition of Accesses must be done in writing, whereby an e-mail is considered to be sufficient. This also applies to amendments of this clause. No oral collateral agreements were reached.

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