General Ordering Terms and Conditions (ABB)
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).
These General Ordering Terms and Conditions (hereinafter "ABB") of Babbel shall apply to the acquisition of access codes for the services offered on the Babbel online learning system.
1.2 All contents of the learning platform as well as the learning platform itself and all services offered on this platform are protected under trademark and copyright law. The learning language and display language for the menu navigation can be selected from various combinations on the Babbel learning platform. It is possible to acquire access codes for a language learning package as well as for all available languages. An access code will always only activate one language learning course after activation. Different durations of a language learning package can also be selected when ordering the access code in addition to the scope of the languages.
1.3 An entrepreneur within the meaning of these ABB 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 ABB.
1.4 The inclusion of own terms and conditions of the Customer are hereby objected to unless otherwise agreed. The Customer undertakes to read these ABB carefully, which are also available on the website, so that it has the possibility to confirm, store and restore these ABB. When it submits the order the Customer declares that it agrees with these ABB and their inclusion in the contractual relationship for the acquisition of access codes.
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 or by means of the order form made available as a download link. After selection of the possible options the Customer will enter its further necessary data during the electronic order process. By clicking the button, which completes the order process, the Customer will then submit a legally binding contractual offer directed at Babbel with regard to the access code added in the virtual shopping basket during the order process. Before the binding submission of the order via the online order form the Customer can finally correct its inputs via the input mask.
2.3 The downloaded order form can also be used to submit an offer to Babbel. For this purpose this fully completed and signed form will be sent to the stated address using electronic means.
2.4 During the order process it is essential to state the value added tax identification number allocated to the Customer as well as a correct e-mail address and to enter the further data in the areas marked as a mandatory field. In any case the submitted offer requires the acceptance by Babbel.
2.5 After receipt of its offer and before submission of the declaration of acceptance Babbel will send the Customer a confirmation of receipt and contents of the order with the stored data in a text form by e-mail to the address transmitted during the order process.
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 third parties commissioned with the order processing by Babbel can be served.
2.7 The effective acceptance of its offer shall be carried out with the sending of the ordered access code 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 the acquired access code 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 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 The prices published at the time when the order is submitted in the respective stated currency shall apply to the delivery. Insofar as not stipulated otherwise the stated prices concern end prices, which contain the statutory value added tax and are deemed including shipping costs. The procedure for the reversal of the capacity as tax debtor (Reverse-Charge procedure) will apply to customers with their headquarters outside of Germany.
3.2 Various payment possibilities are available to the Customer in the order process. The payment amount is due and payable immediately upon conclusion of the contract.
3.3 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 access codes 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 access codes the language learning packages already activated until this time can then be ended with immediate effect.
3.4 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. Use of access codes
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 free services and services 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 In order to use the access codes and to activate the respective language learning package the user will enter the received access code under home.babbel.com/coupons/new. With the activation the user will select the corresponding combination of learning language and menu language in line with the respective available languages.
4.3 The Internet services, which are necessary for using the Babbel services, and the equipment that is necessary in this respect is solely the responsibility of the user with regard to the incurred costs, the availability and the security of the data connection.
4.4 The Babbel data protection provisions, which can be viewed under about.babbel.com/de/privacy/, shall apply with regard to all user data.
5. Conditions for the use of access codes
5.1 The respectively acquired access codes are transferrable. However, the forwarding is limited to employees of the Customer as well as workers or otherwise contractually bound assistants of the Customer and companies affiliated with the Customer within the meaning of Section 15 AktG [German Stock Corporation Act]. In particular the resale to third parties no matter via which medium is not permitted without the written consent of Babbel.
5.2 The access code can be used for the respective parameters chosen during the order process. The access code shall only apply to a one-off redemption. The counter-value of the access code will neither be paid out in cash, nor bear interest.
5.3 Access codes are limited in their validity with regard to the activation of language learning packages in terms of time until the end of the third year after the year of acquisition.
5.4 When it is redeemed the access code will grant a simple, content-limited right of use of the contents and services protected under copyright law on the learning platform of Babbel for the respective activated period of use.
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 Corporates@babbel.com.
7.2 Babbel is entitled to name the Customer as a reference for the further recommendation of the services and products 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 ABB 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 ABB.
8.4 Amendments or addendums to these ABB 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.