These Business Terms of Service (the “Terms”) form a binding legal agreement between Lingly Limited ("Lingly", "we", "us") and the organisation or entity purchasing services and creating an account ("Customer", "you", "your").

These Terms govern your purchase of licences for and use of Lingly’s language learning platform (the “Service”). Your specific order details, including the number of authorised users, service duration, and fees, will be set out in a separate purchase confirmation or order form ("Order Form").

BY CREATING AN ACCOUNT, PLACING AN ORDER, OR CLICKING "I AGREE," YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANISATION TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT PROCEED.

Authorised User: An individual (e.g., an employee, member, or contractor of the Customer) who is authorised by the Customer to access and use the Service.

Customer Data: All information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Customer or an Authorised User through the Services, including Personal Data.

Data Protection Legislation: All applicable UK data protection and privacy legislation, including the UK GDPR and the Data Protection Act 2018.

Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

Order Form: The online checkout page, invoice, or other ordering document specifying the Services to be provided, including the number of Authorised Users, the Service Period, and the fees.

Service Period: The fixed duration for which the licences are valid, as specified in the Order Form.

3.1. Provision of Service. Lingly will provide the Customer and its Authorised Users with access to the Service for the number of users and duration specified in the Order Form.

3.2. Scope. The Service includes platform access for Authorised Users, user onboarding support, an administrative dashboard for the Customer, and technical support during the Service Period.

3.3. Standard of Care. Lingly shall provide the Services using reasonable care and skill and in accordance with all applicable laws.

4.1. Cooperation. The Customer agrees to provide Lingly with all necessary cooperation and information required to provide the Service, including accurate user information for onboarding.

4.2. Authorised Users. The Customer is responsible for its Authorised Users’ compliance with these Terms and the separate End-User Terms of Use they agree to upon signup. A breach by an Authorised User will be treated as a breach by the Customer.

4.3. Suspension. If Lingly’s performance is prevented or delayed by any act or omission of the Customer, Lingly may suspend performance of the Services without liability until the issue is resolved.

5.1. Fees. The Customer shall pay the fees specified in the Order Form ("Fees"). All Fees are quoted in GBP and are exclusive of VAT, which will be added where applicable.

5.2. Payment. Unless otherwise specified in the Order Form, all Fees are due within 5 business days of the Order Form date. Payment must be made in full without any deduction, set-off, or counterclaim.

5.3. Non-Refundable. All Fees paid are non-refundable, except in the case of a material, unremedied breach of these Terms by Lingly. Early termination by the Customer does not entitle the Customer to a refund.

6.1. Lingly IP. Lingly and its licensors own all Intellectual Property Rights in the Service, the platform, and all related materials.

6.2. Licence. Lingly grants the Customer a non-exclusive, non-transferable licence for its Authorised Users to access and use the Service solely for the Customer's internal business purposes during the Service Period.

6.3. Customer Materials. The Customer grants Lingly a royalty-free licence to use any materials provided by the Customer (e.g., company logos for the dashboard) solely for the purpose of providing the Services.

7.1. Roles. For the purpose of Data Protection Legislation, the Customer is the Data Controller and Lingly is the Data Processor in respect of any Personal Data of Authorised Users processed under this Agreement.

7.2. Lingly's Obligations. As Data Processor, Lingly shall:

• Process Personal Data only on the documented lawful instructions of the Customer to provide the Services.

• Implement appropriate technical and organisational measures to protect Personal Data.

• Ensure all personnel authorised to process Personal Data are bound by confidentiality obligations.

• Assist the Customer, at the Customer's cost, with data subject rights, breach notifications, and impact assessments.

• Upon termination, delete or return all Personal Data as instructed by the Customer, unless required by law to retain it.

• Notify the Customer without undue delay upon becoming aware of a Personal Data breach.

7.3. Subprocessors. The Customer consents to Lingly engaging subprocessors. Lingly will inform the Customer of any intended changes concerning subprocessors, giving the Customer an opportunity to object. Lingly remains fully liable for the acts and omissions of its subprocessors.

Each party warrants that it has the full power and authority to enter into this Agreement. Lingly warrants that the Services will be provided with reasonable care and skill.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS," AND LINGLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.1. Term. This Agreement commences on the date of the first Order Form and continues until all Service Periods under all Order Forms have expired or been terminated.

11.2. Termination for Cause. Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and fails to remedy it within 30 days of notice, or if it becomes insolvent.

11.3. Consequences of Termination. Upon termination, the Customer’s licence to use the Service will cease, all outstanding Fees become immediately due, and each party shall return the other’s confidential information.