General terms and conditions LingoTeams GmbH

§ 1 Applicability

(1) These General Terms and Conditions of Sale (hereinafter: GTC) apply to all contracts concluded between LingoTeams GmbH, Kapuzinerstraße 52, 55116 Mainz (hereinafter: Contractor), and customers of LingoTeams GmbH (hereinafter: Client). These GTC shall also apply to all future transactions without the need for renewed reference to the GTC.

(2) The version of the GTC valid at the time of conclusion of the contract shall apply.

(3) The Contractor shall not accept any deviating terms and conditions stipulated by the Client. This shall also apply if the Contractor does not expressly object to their inclusion.

(4) The client hereby undertakes to bring these terms and conditions to the attention of the participants named by the client for the booked program.

§ 2 Conclusion of contract

(1) The presentation and advertising of articles on the Contractor’s website does not constitute a binding offer to provide the services described therein.

(2) If, upon request, the Contractor makes the Client an offer for one or more of our services (also referred to as “Program”), the Contractor shall be bound by its offer for a period of two weeks from the date of the offer.

(3) If the Client places an order with the Contractor, the Client shall be bound by its order for a period of two weeks. Orders require confirmation in text form to be legally effective.

(4) The Contractor reserves ownership, copyright and other rights to the documents belonging to the offer. The documents may only be made accessible to third parties with our consent.

(5) The contract between the PROVIDER and the CUSTOMER may be concluded by telephone (in particular by video or video chat and/or telephone), in text form (in particular by e-mail) or in writing.

(6) The contract language is English or German..

§ 3 Object of the contract

The client assigns the following services to the contractor:

Preparation phase (usually 1-2 weeks)

• Compilation of the contact details of all participants
• Classification of the participants’ language levels
• Allocation of learners to learning teams based on the results of the placement tests

On-boarding phase (usually 1-2 weeks)

• Registration and on-boarding of participants in the LingoTeams community platform
• Determination of the participants’ language learning goals
• Creation of the participants’ learning biographies
• Agreement on common learning materials

Implementation phase (until the end of the program)

• 1-2×90 min/ per week digital live training in a team (Zoom)
• Continuous language advice, support and input from language trainer in 24/7 Q&A
• Use of LingoTeams Community Platform
• Regular learning progress tracking of all participants (every 2 months)
• Regular quality assurance of the training through evaluations (every 2 months)
• Continuous exchange between HR/L&D/P&C and Lingo teams

§ 4 Freedom from instructions

Unless the nature of the order dictates otherwise, the Contractor shall not be subject to any instructions from the Client in the fulfillment of the contract or in the performance of the activity undertaken by it with regard to time management and the organization of the course of the activity.

§ 5 Components of the contract

The following shall apply as integral parts of the contract

• the service description of the client
• the Contractor’s offer
• otherwise the provisions of the BGB

§ 6 Prices

(1) All prices quoted are net prices to which the statutory rate of value added tax is added. In the event of a change in VAT, the Contractor shall be entitled to adjust its prices accordingly.

(2) After expiry of the agreed term of the offer, the validity of the same shall expire. An extension of the term shall constitute a new offer for which the prices shall be renegotiated. There is no guarantee that the prices for the language programs will remain the same.

§ 7 Terms of payment

(1) The Contractor’s invoices are due for payment 14 days after receipt by the Client.

(2) Payments may only be made by invoice.

(3) The terms of payment, whether in installments or as an advance payment, can be negotiated during the offer phase. The agreed terms shall be set out in detail in the offer and on the invoices.

§ 8 Delay

(1) Any deadlines for the provision of services by the Contractor shall in any case not commence before the agreed remuneration has been paid in full by the Client and all necessary acts of cooperation by the Client have been provided in full.

(2) If the Client is in arrears with payments due, the Contractor reserves the right not to perform further services until the payments due have been settled.

(3) The Contractor shall be entitled to terminate the contract for good cause in accordance with Section 626 (1) BGB and to discontinue all services. Good cause shall be deemed to exist in particular if the Client is in arrears with at least two installments due to the Contractor for an agreed installment payment.  The Contractor shall be entitled to claim the entire remuneration that would be due by the next ordinary termination date as compensation. In this case, however, the Client must allow credit for the expenses saved or not incurred.

§ 9 Money-back guarantee

(1) Our company offers a money-back guarantee for investments on the condition that the results of regular trackings or surveys show that the satisfaction of the participants is not sufficient, the learning objectives have not been sufficiently achieved and the learning progress is not satisfactory.

(2) For the purposes of these conditions, “insufficient” means that the average score of the questions asked in the surveys is in the bottom quarter.

(3) The decision on reimbursement will be made after a thorough review of the tracking and survey results by our company and after detailed consultation with the client.

(4) The money-back guarantee comes into effect if a written request has been made and this is justified.

§ 10 Contract term

(1) The contract term is specified in the offer and can be between 3 and 12 months.

(2) The contract is concluded for the term agreed in accordance with the individual contractual agreement.  Premature ordinary termination is excluded.

(3) At the end of the agreed term, the contract is automatically extended by a further month unless the customer gives written notice of termination at least 14 days before the end of the term. This automatic renewal then takes place on a monthly basis until the customer submits written notice of termination. An e-mail without a handwritten signature is sufficient for written termination.

(4) The right to extraordinary termination for good cause remains unaffected.

§ 11 Services – subcontractors – change of trainer

(1) The scope of the service owed by the contractor is set out in the offer, § 2 (2) of the GTC.

(2) As with any educational offer, the success of the program also depends on the participation, interest and willingness to learn of the participant. The Contractor cannot guarantee learning success.

(3) The Contractor is entitled to award contracts in whole or in part to subcontractors, in particular freelance trainers. This shall not affect the obligations towards the Client.

(4) The Contractor reserves the right at any time to replace trainers employed by it with trainers who are at least equally qualified.

§ 12 Technical requirements

(1) If the program is conducted online, the Contractor shall use standard online applications such as video conferencing programs and learning platforms. The client or the participants registered by the client must also use these online applications to participate in the program. In addition, participants require at least the following technical equipment for online events:

– an Internet connection, usually with a bandwidth of at least 10 Mbit/s download and 1 Mbit/s upload

– IT hardware (laptop, computer) with sound output, microphone and camera

– standard browser software at the time of the event

– if applicable, registrations within the online applications used

(2) The client is responsible for the availability and functionality of the participants’ equipment, e.g. hardware and software. If the equipment for the program is not available or does not work, the client shall pay for the program that has been missed.

§ 13 Material defects and defects of title

(1) In the event of any material defects or defects of title in the materials supplied or the program, the client shall be entitled to all existing rights in accordance with the statutory provisions. This means that he can primarily demand subsequent performance, i.e. at your discretion subsequent delivery or rectification of defects. If the other legal requirements are met, the client is entitled to reduce the purchase price or withdraw from the contract.

(2) The limitations and exclusions provided for in § 12 shall apply to claims for damages or compensation for futile expenses.

§ 14 Compensation – Withdrawal

(1) If the Contractor breaches an obligation arising from the contractual relationship or does not provide the service due or does not provide it as owed, the Client may withdraw from the contract in accordance with the statutory provisions and demand compensation for the resulting damage.

(2) The Client may not withdraw from the contract if the Contractor’s breach of duty is insignificant.

(3) Notwithstanding the statutory provisions, the Contractor shall be entitled to withdraw from the contract if

– the Client acts in breach of contract and the breach of duty is material,

– he has made false statements about his creditworthiness or

– the service owed by the Contractor is not available. In this case, the Contractor undertakes to inform the Client immediately of the non-availability and to reimburse the Client immediately for any payments made by the Client.

§ 15 Cancellation of training in the event of illness

(1) In the event of illness of the trainer, the contractor undertakes to find an adequate replacement in order to allow the live training to take place. If the contractor is unable to find a replacement, he undertakes to find an alternative date to make up for the training that has been canceled.

(2) In the event of training course absences for which the Client is responsible (due to vacation, illness, absence of participants), the Client shall not be entitled to compensation for the hours lost.

§ 16 Copyright

All content made available within the scope of the fulfillment of the contract is protected by copyright.

The client receives a – simple – right to use the content for the duration of the contract. Any forwarding and/or reproduction of the content is prohibited. In particular, the client is not entitled to make image, film or sound recordings of the course materials and/or live training sessions without the express permission of the client. Any infringement will be prosecuted and may result in claims for damages.

§ 17 Citing references

The Contractor may mention the Client by name as a reference in any medium. This also includes the naming and use of any protected trademarks, designations or logos as well as the Client’s likeness. The Contractor is not obliged to name the Client.

§ 18 Liability

(1) The Contractor shall be liable insofar as we are guilty of intent or gross negligence. In the case of simple negligence, the Contractor shall only be liable in the event of a breach of an obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which you may regularly rely (so-called cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded.

(2) If the Contractor is liable for simple negligence in accordance with paragraph 1, its liability shall be limited to the damage that it could typically expect to occur under the circumstances known at the time the contract was concluded.

(3) The above exclusions and limitations of liability shall not apply if the contractor has assumed a guarantee for the quality of the goods, nor for damages that are to be compensated under the Product Liability Act, nor for damages to life, body or health.

(4) The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties of the contractor whose services are used by the contractor to fulfill the contract.

§ 19 Data protection

(1) The Contractor shall collect and store the Client’s data necessary for the business transaction as well as the data of the participants registered by the Client. The statutory provisions shall be observed when processing personal data. The Client can find details in the data protection declaration available in the online offer.

(2) The client shall receive information about the data stored about him at any time upon request.

§ 20 Applicable law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) If the Client has its registered office in Germany at the time of the order, the exclusive place of jurisdiction shall be Mainz; however, the Contractor shall also be entitled to sue the Client at the court of its place of residence. In all other respects, the applicable statutory provisions shall apply to local and international jurisdiction.

§ 21 Alternative dispute resolution

(1) The EU Commission provides a platform for online dispute resolution on the Internet at the following link: https://ec.europa.eu/consumers/odr. This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts in which a consumer is involved.

(2) The contractor is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

§ Section 22 Severability clause

Should a provision of the contract, a provision included in it in the future or a provision of these terms and conditions be invalid or unenforceable in whole or in part, or should the validity or enforceability subsequently be lost or a loophole become apparent, this shall not affect the validity of the remaining provisions. In this case, the contracting parties agree that the statutory provisions shall apply in place of the invalid and unenforceable provision or to fill the gap.

§ Section 22 Other provisions

(1) This contract together with its appendices constitutes the entire agreement of the contracting parties.

(2) No tacit, oral or written ancillary agreements have been made. Amendments or additions to this service contract shall only be effective if they are agreed in writing. This shall also apply to any amendment to this written form clause. Notwithstanding this, informal amendments or additions to this contract are also effective if they are individual agreements within the meaning of Section 305b BGB. These individual agreements must always be subsequently recorded in writing to facilitate proof.

(3) In all other respects, the provisions of the BGB shall apply.

(4) This contract is valid without a signature.

LingoTeams Community | Terms of Use

The community is made up of LingoTeams employees and serves as a plattform for all learners of LingoTeams to consume and engage in additional content. There, additional learning content can be exclusively consumed and interacted with. The platform is intended to increase learner engagement and, above all, to promote motivation in learning. It also serves to network learners with each other, for example to form language tandems.

These LingoTeams Community Terms of Use (“Community TOU”) are the terms that apply to your use of the Community.The Community TOU also protects the interests of all of our members, as well as our goodwill and reputation. These terms are so important that we cannot permit to use the LingoTeams Community unless the participants agree to them. By using the LingoTeams Community, they are agreeing to these terms.

Every community user of ours agrees to abide by these Community TOU and is responsible for any violations. They are not allowed to assist or engage others in a way that would violate these Community TOU. We will enforce and ensure compliance with this Community TOU by using methods we consider to be appropriate.

We reserve the right to modify these Community TOU at any time without giving you prior notice. You can find the most recent version here. Your use of the community following any such modification constitutes your agreement to follow and be bound by these Community TOU as modified. You agree to review the Community TOU on a regular basis and always remain in compliance.

1. Definitions

“Agreement” or “Community TOU” means these LingoTeams Community Terms of Use and all materials referred or linked to in here.

“Community Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the LingoTeams Community, whether by us, our customers, or other users of the LingoTeams Community.  Community Content does not include Your Content.

“LingoTeams Community” means the online community accessible at www.lingoteams.circle.so

“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Third-Party Products” means products and professional services that are provided by third parties which may interoperate with or be used in connection with the HubSpot products.

“Third-Party Sites” means third-party websites linked from within, accessed through the HubSpot Community, or domains that host HubSpot Community.

“LingoTeams”, “we”, “us” or “our” means LingoTeams, Inc. and our affiliates.

“You” or “your” means the person or entity using the LingoTeams Community.

“Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the LingoTeams Community, by you.

2. Access to the LingoTeams Community

We will provide access to use the LingoTeams Community according to the terms of this Agreement.  In order to access and use the LingoTeams Community, you may be required to establish a username.

The participnts may not use a username that: (i) belongs to someone else, (ii) impersonates another person, (iii) is misleading, (iv) violates any intellectual property or other proprietary rights, (v) is vulgar or offensive, (vi) uses ‘LingoTeams’ as all or part of it, unless we provide express permission to do so, or (vii) we reject, which we may choose to do in our discretion.  All information they provide in their profile must be accurate.  If they believe your access to or use of the LingoTeams Community has been breached, compromised, or unauthorized, they should notify us immediately at info@lingoteams.de.

3. Your Conduct and Content

1. Usage Guidelines. The participants must review and follow the Community Guidelines.  We may change the Community Guidelines from time to time by updating the applicable website. Their use of the LingoTeams Community is subject to the Community Guidelines, which are incorporated to this Agreement by reference.
2. Acceptable Use. They will use the LingoTeams Community for its intended purpose only, and will not use it for solicitation or advertising purposes, unless we otherwise agree.  Their Content should typically relate to language learning, experiences in this context and content related to LingoTeams.

The LingoTeams Community is meant for semi-public discussion, so they may not disclose or solicit anyone’s private information or disclose confidential information.  They are responsible for the use by third parties of any personal information disclosed by them to the LingoTeams Community, whether or not they permitted such use. This means that no private or personal information should be exchanged within the LingoTeams Community.  Upon our consent, certain users may be permitted to include a link as part of their signature information, which another user may click to leave the LingoTeams Community and obtain or share additional information. 

They are not permitted to sell, rent, lease, assign, sublicense, distribute, transmit, broadcast, commercially exploit, grant a security interest in, or otherwise transfer any right in the LingoTeams Community or Community Content.   In addition, and without limiting the other requirements in this Community TOU, they may not (directly or indirectly) use the LingoTeams Community with content, or in a manner that:

• is in violation of this Agreement;
• is confidential, proprietary or discloses Sensitive Information;
• discloses or solicits the private information of any person;
• is threatening, abusive, harassing, stalking, or defamatory;
• is deceptive, false, misleading or fraudulent;
• is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
• contains vulgar, obscene, indecent or unlawful material;
• infringes a third party’s intellectual property right(s);
• publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
• uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;

• downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
• falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
• restricts or inhibits any other user of the LingoTeams Community from using and enjoying our website and/or the LingoTeams service;
• harvests or otherwise collects information about others, including e-mail addresses, without their consent;
• damages, disables, overburdens, or impairs any LingoTeams website or interferes with any other party’s use and enjoyment of the LingoTeams Community;
• mirrors or frames the LingoTeams Community website, or any part of it, on any other website or webpage;
• attempts to gain unauthorized access to the LingoTeams Community, or access the LingoTeams Community by any means other than through the interface that we provide to you;
• violates the usage standards or rules of an entity affected by your use, including without limitation, any ISP, ESP, or news or user group (and including, by way of example, and not limitation, circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
• is legally actionable between private parties; and/or
• is in violation of any applicable law or regulation.
• c.  Suspension and Notice of Violations. We may immediately suspend use of the LingoTeams Community, without notice, for actual or suspected violations of the terms contained in this Section 3 (Your Conduct and Content).  If you know of usage that is in violation of this Agreement, please let us know by contacting us at info@lingoteams.de, and following the process for claims of copyright infringement described below.
• d.  Our Use of Your Content.  You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the LingoTeams Community.  We may edit or remove Your Content, or block or disable replies on a topic, at any time in our sole discretion. You also grant us the rights to re-use Your Content to market and promote LingoTeams, such as on our website, in public or private presentations, press releases and interviews, or in connection with our sales and marketing and other publicity efforts. We will endeavor to work with you before re-using Your Content.

4. Third-Party Sites and Products

Third-Party Products and Third-Party Sites are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

5. Privacy

Your use of the LingoTeams Community is subject to LingoTeams Privacy Policy.

Where applicable, we are the “data controller” of all user accounts of our LingoTeams Community Platform and Circle.so uses such information as a “processor” or “service provider”. Circle doen`t use any data from the participants of LingoTeams.

6. Term and Termination

1. Term. This Agreement will apply for as long as they use or maintain a username for the LingoTeams Community.
2. Termination and Suspension. We may terminate this Agreement and/or suspend your access to the LingoTeams Community immediately if they: (i) violate any of the terms of this Agreement, (ii) use the LingoTeams Community in a way which has or may negatively reflect on or affect us, our prospects, or our customers, or (iii) if we determine it to be necessary or desirable in our sole discretion.  We are not obligated to provide you with any of Your Content used in connection with the LingoTeams Community after termination.  Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.

7. Your Representations and Warranties

The participants represent and warrant that: (i) their participation in the LingoTeams Community will not conflict with any of their existing agreements or arrangements, (ii) they have sufficient rights to share all their Content with us for our use and with other users of the LingoTeams Community, and that they are not violating any confidentiality obligations by submitting their Content to the LingoTeams Community, and (iii) that Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right.

8. Indemnification

The participants will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party to the extent that such Action is based upon or arises out of (a) their use of the LingoTeams Community, (b) their disclosure or solicitation of personal information, (c) any use of personal information that you disclosed, whether this use is by them or a third party, (d)their noncompliance with or breach of this Agreement, or (e) their use of Third-Party Products or Third-Party Sites. We will: notify them in writing within thirty (30) days of our becoming aware of any such claim; give them sole control of the defense or settlement of such a claim; and provide them (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. They shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

9. Disclaimer

(1) The Contractor shall be liable if we are guilty of intent or gross negligence. In the event of simple negligence, the Contractor shall only be liable in the event of a breach of an obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the fulfillment of which you may regularly rely (so-called cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, shall be excluded.

(2) If the Contractor is liable for simple negligence in accordance with paragraph 1, its liability shall be limited to the damage that it could typically expect to occur under the circumstances known at the time the contract was concluded.

(3) The above exclusions and limitations of liability shall not apply if the Contractor has assumed a guarantee for the quality of the goods, nor for damages which are to be compensated under the Product Liability Act, nor for damages to life, body or health.

(4) The above exclusions and limitations of liability shall also apply to the benefit of employees, vicarious agents and other third parties of the Contractor whose services it uses for the performance of the contract.

10. Data Protection

The Contractor collects and stores data of the Client necessary for the business transaction as well as the data of the participants registered by the Client. When processing personal data, the statutory provisions shall be observed.

The Client shall receive information about the data stored about him at any time upon request.

11. Applicable law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) If the Customer’s registered office is in Germany at the time of the order, the exclusive place of jurisdiction shall be Mainz; however, the Contractor shall also be entitled to sue the Customer at the court of his place of residence. Otherwise, the applicable statutory provisions shall apply to the local and international jurisdiction.

12. Alternative Dispute Resolution

(1) The EU Commission provides a platform for online dispute resolution on the Internet at the following link: https://ec.europa.eu/consumers/odr. This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.

(2) The Contractor is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

13. Severability clause

Should any provision of the contract, any provision incorporated into it in the future or any provision of these Terms and Conditions be invalid or unenforceable in whole or in part, or should it later lose its validity or enforceability, or should a loophole become apparent, this shall not affect the validity of the remaining provisions. The contracting parties agree.