Busuu For Business

BUSUU FOR BUSINESS 

TERMS AND CONDITIONS 

These Busuu for Business Online Terms and Conditions (the “Terms”) apply to the order by the Customer named in the Order Form (the “Customer”) and the supply by Busuu of the services described in the Order Form (the “Business Services”).  These Terms, together with the Order Form together constitute our contract for the Business Services (the “Agreement”), and they apply to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

BACKGROUND 

1. Busuu Limited (“Busuu”) is a private limited company incorporated in England and Wales with company registration number 08172044, whose registered office is located at Broadwalk House, 5 Appold Street, London EC2A 2AG. 
2. Busuu owns and operates a proprietary language learning platform allowing users to learn new languages via mobile and web applications. 
3. Busuu is willing to make its platform available to the Customer so that Customer in turn may allow users to access Busuu’s platform and services.  

AGREED TERMS 

1. “Authorised Users” means employees of the Customer whom the Customer has notified Busuu should be authorised to access the Platform under the Agreement. 
2. “Business Services” means the business services described in the Order Form. 
3. “Confidential Information” means all or any part of the information (in whatever form) of the Discloser that is disclosed to or otherwise obtained by the Recipient (whether before or after the Effective Date) and which is either designated as or by its nature is confidential. Confidential Information includes (without limitation) pricing information, software, programming code, techniques, trade secrets, know how, ideas, discoveries, improvements, inventions, concepts, designs and “look and feel”, any information relating to released or unreleased products or services, marketing or promotions, any commercial or business terms or objectives of the Discloser, the Discloser’s business policies or practices and information received from others that the Discloser is obliged to treat as confidential, and all copies, summaries or transcripts of the same made by either Party. 
4. Confidential Information excludes any information that:  
   1. is or becomes publicly available otherwise than through breach of any duty of confidence on the part of the Recipient; 
   2. became known to the Recipient from a source other than the Discloser without any breach of any duty of confidence;  
   3. is independently developed by the Recipient as evidenced by written records; or 
   4. is approved in writing for public release by the Discloser. 
5. “Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression Change of Control shall be interpreted accordingly. 
6. “Data Protection Laws” means the Privacy and Electronic Communications (EC Directive) Regulations 2003, the UK Data Protection Act 2018, and the General Data Protection Regulation 2016/679 as implemented in the applicable territory, or any equivalent data protection laws in the applicable territory, in each case as amended, replaced or supplemented and in force in the applicable territory from time to time, and all subordinate legislation made under them, together with any codes of practice or other guidance issued by the data protection regulator in the applicable territory. 
7. “Discloser” means  a Party when it discloses its Confidential Information, directly or indirectly, to the other Party. 
8. “Effective Date” means the date stated as such on the Order Form. 
9. “Intellectual Property Rights” means any patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 
10. "Order Form” means the Busuu Order Form agreed between the parties and referencing these Terms. 
11. “Party” means either party to the Agreement (as named on the Order Form), and “Parties” means both of them.
12. “Personal Data” has the meaning set out in the Data Protection Laws. 
13. “Platform” means the user management platform operated by Busuu. 
14. “Recipient” means a Party when it receives Confidential Information, directly or indirectly, from the other Party.
15. A reference to “writing” or “written”  includes email.
16. Where the term including, include, in particular, for example or any similar expression is used in the Agreement, it shall be interpreted as illustrative only. It shall not operate to limit the sense of any words that follow that term.

2. SERVICES

1. Authorisation to use the Busuu Platform and the Business Services. In consideration of the fees to be paid by the Customer under the Agreement, Busuu agrees to grant the Customer access to the Business Services, and to permit the Customer to allow Authorised Users to access the Platform and to access and use the Business Services. 
2. Customer responsibility for Authorised Users. The Customer shall remain responsible for the Authorised Users’ use of the Platform and the Business Services. The Customer shall ensure that prior to their use of the Platform and the Business Services, all Authorised Users agree to:  
   1. the Busuu Terms of Service at www.Busuu.com/terms/ and the Busuu Privacy Policy at www.Busuu.com/privacy; and 
   2. the Verbling Terms of Service at https://www.verbling.com/terms and the Verbling Privacy Policy at https://www.verbling.com/privacy. 
3. Restrictions on access and use. The Customer shall not knowingly permit anyone other than Authorised Users to access the Platform or to use the Business Services. The Customer shall not (and shall ensure Authorised Users do not) share passwords or other login credentials provided by Busuu for accessing the Platform or the Business Services with third parties or with other Authoized Users. 
4. Scope of use. The Customer and its Authorised Users shall only be permitted to access the Platform and the Business Services for administrative or educational purposes, respectively, and shall have no right to use the Platform or the Business Services for any purpose other than as set out in the Agreement. 
5. Duty to co-operate. If requested by Busuu, the Customer shall co-operate with Busuu in the investigation of any unauthorised use of the Platform or the Business Services, and shall use best efforts to remedy such unauthorised use and prevent its recurrence. In the event of any unauthorised use of the Platform or the Business Services, in addition to any other available remedies, Busuu may, as the case may be, suspend or terminate an Authorised User’s access to the Platform or the Business Services.    

1. Fees. The Customer shall pay Busuu the fees set out in the Order Form for its use of the Business Services.
2. Payment terms. The Customer shall pay the full amount invoiced by Busuu in the currency stated in the Order Form within 30 days of the invoice date.
3. No set-off. All amounts due under the Agreement shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law and reflected on the invoice in accordance with Clause 3.5 below).  
4. Interest on overdue payments. If the Customer fails to make any payment due under the Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above HSBC Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount. 
5. Taxes. Except as otherwise provided, the fees set out in the Order Form are exclusive of any sales, use, value added, turnover, goods and services, or similar taxes or duties, and such taxes or duties, if applicable, will be invoiced by Busuu and paid by the Customer. 
6. No withholding and gross-up. The Customer shall make all payments under the Agreement without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee, unless required by law. If any such withholding or deduction is required, the Customer shall, when making the payment to which the withholding or deduction relates, pay to Busuu such additional amount as will ensure that Busuu receives the same total amount that it would have received if no such withholding or deduction had been required.
   

1. Ownership of Intellectual Property Rights. As between the Parties, Busuu shall retain all ownership and Intellectual Property Rights in the Platform and the Business Services. Except for the access rights granted in Clause 2 above, the Agreement does not transfer any right, title or interest in any Intellectual Property Right of either Party to the other. Any goodwill accruing to a Party’s logos and trade marks due to activities under the Agreement inures to the benefit of the Party that owns the relevant logos and trade marks.  

1. General duty of confidentiality. Neither Party will, in relation to any Confidential Information in respect of which it is the Recipient: (a) disclose the other Party’s Confidential Information to any third party without the other Party’s prior consent or as required by law, or (b) use the other Party’s confidential information for any purpose, except performing the Agreement or furthering the relationship between the Parties.  
2. Return or destruction of Confidential Information. Each Party will return or destroy the other Party’s Confidential Information upon written request and confirm in writing its compliance with such request.  
3. Data Processing Agreement. In order for Busuu to process Personal Data in connection with the Agreement, the Parties agree to be bound by the terms of the Data Processing Agreement set out at https://business.busuu.com/dpa.  

1. Each Party represents, warrants and undertakes: 
   1. that it has full capacity and authority and all necessary consents to enter into and to perform the Agreement and to grant the rights and licences referred to in the Agreement; 
   2. that the Agreement is executed by its duly authorised representative and represents a binding commitment on it; and 
   3. that it shall comply with all applicable legislation in the performance of its obligations under the Agreement.

1. Platform and Services provided “as is”. To the extent permitted by applicable law, the Platform and the Business Services, including all updates, bug fixes, workarounds, or error corrections, are provided on an “as-is” basis, without any warranties of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or title.   
2. Liabilities that are not limited. Nothing in the Agreement limits the Customer's liability for its payment obligations under the Agreement; or for: 
   1. liability for death or personal injury caused by negligence; 
   2. liability for fraud or fraudulent misrepresentation; or 
   3. any other liability which cannot legally be limited. 
      
3. Excluded losses. Subject to Clause 7.2 (Liabilities that are not limited), Busuu shall have no libility in respect of (a) loss of profits, (b) loss of sales or business, (c) loss of agreements or contracts, (d) loss of anticipated savings, (e) loss of use or corruption of software, data or information, (f) loss of or damage to goodwill, (g) indirect or consequential loss, and (h) special or punitive damages. 
4. Financial cap. Busuu’s total liability to the Customer, for all loss or damage arising in any 12-month period, shall not exceed the total fees paid by the Customer by Busuu during that 12-month period. 
5. Meaning of “liability”. References to “liability” in this Clause 7 (Disclaimer and Liability) include every kind of liability arising under or in connection with the  Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

1. Initial Term and renewal. The Agreement shall commence on the Effective Date and will last for an initial term of 12 months (or such other period as may be stated as the initial term on the Order Form) (the “Initial Term”). Subject to Clause 8.2, the Agreement will automatically renew at the end of the Initial Term (the “Renewal Date”) for successive one-year periods commencing on the Renewal Date and each annnivesary of the Renewal Date, unless (a) either Party provides two (2) months’ advance written notice to terminate at the end of the then-current term or (b) the Parties have signed a new Order Form superseding the Order Form that had previously been agreed. 
2. Termination for cause. Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:  
   1. the other Party commits a material breach of any term of the Agreement whose breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;  
   2. the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; or  
   3. the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.  
      
      
      Busuu may in addition terminate the Agreement with immediate effect by giving written notice to the Customer if: 
   4. the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment; or 
   5. there is a change of Control of the Customer. 
3. Consequences of termination. Upon termination of the Agreement other than in case of a termination by Busuu under Clause 8.2, the rights of Authorised Users to access the Platform and the Business Services shall continue for the remainder of the then-current term. 

1. Announcements. Neither Party shall, except as otherwise required by applicable law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to the Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party; provided, however, that Busuu may include the Customer’s name and logo in its lists of Busuu customers, its public website and other promotional material. Busuu agrees to promptly cease such uses of Customer’s name and logo following Customer’s written request. 
2. Force majeure. Neither Party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.  
3. Assignment and other dealings. Neither Party shall assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the other Party. 
4. Entire agreement. The Agreement constitutes the entire agreement between the Parties. Each Party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any purchase order or other documents of the Customer that is inconsistent with the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement, based on any statement in the Agreement. 
5. Variation. Busuu may modify these Terms at any time by posting a revised version at https://business.busuu.com/terms, which modifications will become effective with regard to the Agreement as of the date on which the Agreement is renewed under Clause 8.1 of these Terms. If the Customer objects to the modified Terms, as its sole and exclusive remedy the Customer may choose not to renew the Agreement and may cancel any auto-renewal at any time before the renewal takes effect, by giving written notice to Busuu. Except as stated in this Clause 9.5, no variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives). 
6. Waiver. A waiver of any right or remedy is only effective if given in writing, and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 
7. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any such provision or part-provision is deemed deleted under the preceding sentence, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 
8. Notices. Any notice to be given to a Party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the address set out below:
   1. In the case of notices addressed to Busuu: Busuu Ltd, Broadwalk House, 5 Appold Street, London EC2A 2AG, with a copy by email to Busuu Legal at legal@busuu.com 
   2. In the case of notices addressed to the Customer: the address for notices set out in the Order Form.
      

       

      Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; and (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. 

      This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

      
      
9. Third party rights. The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the Parties to rescind or vary the Agreement are not subject to the consent of any other person. 
10. Governing law and jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. 
    
    Version 1.2 – April 2023