Fluedy

Terms of Use for Business Customers

haello ai GmbH · Fluedy · Version of 11 September 2026

This is a convenience translation. The contract language is German; in the event of discrepancies, the German version prevails (clause 14.2). Read the binding German version

§ 1 Scope and conclusion of contract

  • 1.1These Terms of Use apply to all contracts between haello ai GmbH, Hermannshöhe 13, 45277 Essen, Germany (hereinafter “haello”) and its customers concerning the use of the Fluedy learning application and the associated course content.
  • 1.2These Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Separate terms apply to consumers.
  • 1.3The contract is concluded when the customer accepts an offer prepared by haello, in particular by signing and returning the offer letter or by confirming it in text form.
  • 1.4Deviating terms of the customer do not become part of the contract unless haello expressly agrees to their application in text form.
  • 1.5In the event of contradictions, the following order of precedence applies: (a) the offer letter, (b) the data processing agreement, (c) these Terms of Use. Notwithstanding this, the standard contractual clauses of the European Commission contained in the data processing agreement always take precedence.

§ 2 Subject matter of the services

  • 2.1For the agreed term, haello provides the customer with access to the Fluedy learning application via the internet. The application is operated on servers of haello or of service providers commissioned by haello; the software is not provided for permanent retention.
  • 2.2The specific scope of services, in particular the booked courses, the number of licences and the term, is set out in the offer letter.
  • 2.3haello continuously develops the application and may add, change or replace functions, provided that this does not impair the contractually agreed purpose.
  • 2.4haello owes the provision of access and course content, but not any particular learning outcome. In particular, haello does not owe the passing of a language examination, the recognition of a professional qualification, the grant of a visa or any other success before public authorities.

§ 3 Licences and rights of use

  • 3.1For the term of the contract, haello grants the customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the application to the agreed extent.
  • 3.2Each licence entitles exactly one named natural person to use the application. The customer names the authorised persons at the start of the contract. Sharing one account between several persons is not permitted.
  • 3.3Licences are tied to the respective named person and cannot be transferred to other persons. This also applies if a licence is no longer used.
  • 3.4The customer may not reproduce the application or the course content, make them publicly available, pass them on to third parties or use them to create its own or competing offerings.
  • 3.5In the event of a material breach of clauses 3.2 to 3.4, haello may block the affected account after prior notice. The claim to remuneration remains unaffected.
  • 3.6All rights in the application and in the course content remain with haello.

§ 4 Provision, availability and support

  • 4.1haello provides the accounts promptly after conclusion of the contract and after the authorised persons have been named.
  • 4.2haello guarantees an availability of the application of 98% on a monthly average, measured at the point of transfer to the internet. Planned maintenance that haello announces in text form at least 48 hours in advance and that takes place outside the hours of 7:00 to 20:00 (CET) on working days does not count as downtime, nor do disruptions beyond haello’s sphere of influence, in particular failures of networks or of services provided by third parties.
  • 4.3Support regarding access and use is provided by e-mail to support@fluedy.com. No specific response time is promised.
  • 4.4The customer receives a report on the use of the application by the named persons by e-mail at the agreed intervals; where agreed in the offer letter, the customer may additionally view this information in an overview within the application. The report and the overview contain, for each named person, information on activity and completed learning units. Assessments, scores or language levels of individual persons and the content of text entries, voice recordings and AI dialogues are not made available to the customer. The customer is responsible for ensuring a legal basis for the processing of this information, for informing the persons concerned and for involving any employee representative body where required.

§ 5 Customer’s obligations to cooperate

  • 5.1The customer names a contact person and notifies any changes without undue delay.
  • 5.2The customer ensures that the data of the authorised persons it transmits is accurate and that it is entitled to transmit this data.
  • 5.3The customer instructs the authorised persons to keep their access credentials confidential and not to pass them on. If misuse is suspected, the customer informs haello without undue delay.
  • 5.4The customer is responsible for the internet connection and a suitable device required for use.
  • 5.5If the customer breaches its obligations under clause 5.2, it indemnifies haello against claims by third parties, in particular by the named persons, and against fines and costs resulting from this breach. This does not apply to the extent that haello is responsible for the breach.

§ 6 Term and termination

  • 6.1The contract begins when the accounts are activated, but no later than three months after conclusion of the contract, and runs for the minimum term agreed in the offer.
  • 6.2The contract is extended by the agreed minimum term in each case unless it is terminated by either party with four weeks’ notice to the end of the respective term.
  • 6.3The right of both parties to terminate for good cause remains unaffected. Good cause exists for haello in particular if the customer is more than 30 days in arrears with a payment due or repeatedly and materially breaches § 3.
  • 6.4Notices of termination must be given in text form.
  • 6.5Access rights expire when the contract ends. Upon request, haello provides the customer, within 30 days after the end of the contract, with a final report on the learning progress of the named persons in a common format. After this period, haello is not obliged to retain learning records and deletes them, subject to statutory retention obligations.

§ 7 Prices and payment

  • 7.1The prices stated in the offer apply. All prices are net, plus statutory VAT.
  • 7.2The remuneration is due in advance for the entire term and is payable without deduction within 14 days of the invoice date.
  • 7.3In the event of default in payment, the statutory provisions apply.
  • 7.4If the customer is more than 30 days in arrears with a payment due, haello may block access after a prior reminder and after setting a reasonable grace period. The claim to remuneration remains unaffected.
  • 7.5The customer may only set off against, or exercise a right of retention on the basis of, claims that are undisputed or have been finally established by a court.
  • 7.6haello may adjust the prices for renewal periods. The adjustment is notified to the customer in text form no later than six weeks before the start of the renewal period. If the customer does not object within two weeks, the adjustment is deemed accepted; if the customer objects, the contract ends upon expiry of the current period.
  • 7.7There is no refund for unused licences or for course content that has not been accessed.

§ 8 Warranty

  • 8.1The provisions of German lease law (Mietrecht) apply to the provision of the application unless otherwise provided below.
  • 8.2Strict liability for defects existing at the time the contract is concluded pursuant to Section 536a (1), first alternative, BGB is excluded.
  • 8.3The customer notifies defects without undue delay in text form and describes the circumstances of their occurrence in a comprehensible manner.
  • 8.4haello remedies defects within a reasonable period. haello is entitled to first provide a workaround, provided this is reasonable for the customer.

§ 9 Liability

  • 9.1haello is liable without limitation for intent and gross negligence, for fraudulent concealment of a defect, where it has assumed a guarantee, and for damage resulting from injury to life, body or health.
  • 9.2In the event of a slightly negligent breach of material contractual obligations, i.e. obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may rely, haello’s liability is limited to the typical, foreseeable damage, but in any case to three times the net remuneration agreed for the current twelve contract months at the time of the damaging event.
  • 9.3Otherwise, liability is excluded. Liability under the German Product Liability Act (Produkthaftungsgesetz) and claims under Art. 82 GDPR remain unaffected.
  • 9.4haello is not liable for the failure to pass an examination, to obtain professional recognition or to obtain a decision by a public authority, nor for any consequential damage resulting therefrom.
  • 9.5The limitations of liability apply accordingly in favour of haello’s legal representatives, employees and vicarious agents.

§ 10 Data protection

  • 10.1Insofar as haello processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. It is available at fluedy.com/avv and forms part of the contract.
  • 10.2The customer transmits to haello the name, e-mail address and, where applicable, telephone number of the authorised persons. Further information is provided by the users themselves in the application.
  • 10.3Processing generally takes place on servers in Germany and the European Union. Where individual sub-processors process data in a third country, this takes place only under the conditions of Chapter V GDPR. The sub-processors used and any third-country transfers are listed in the data processing agreement.
  • 10.4haello does not use customer data or the entries and learning records of the named persons to train its own or third-party AI models. Use for the purpose of improving the application takes place exclusively in anonymised or aggregated form.

§ 11 Confidentiality

  • 11.1The parties treat all confidential information of the other party obtained in the course of their cooperation as confidential and use it only for the purposes of this contract. This includes in particular prices and conditions.
  • 11.2This does not apply to information that is publicly known, was already known to the receiving party or must be disclosed due to a statutory obligation.
  • 11.3This obligation continues for three years after the end of the contract.
  • 11.4haello may name the customer as a reference customer with the customer’s prior consent in text form.

§ 12 Force majeure

  • 12.1Events of force majeure that make performance by haello substantially more difficult or impossible release haello from its obligation to perform for the duration of the disruption. These include in particular natural disasters, war, industrial action, measures by public authorities and large-scale failures of the telecommunications infrastructure. The parties inform each other without undue delay.
  • 12.2If the disruption lasts longer than 60 days, either party may terminate the contract. Remuneration already paid is refunded pro rata for the unused period.

§ 13 Amendments to these Terms

  • 13.1haello may amend these Terms with effect for the future if this becomes necessary due to a change in the law, a decision of a supreme court, an order of a public authority or a further development of the application, and provided the customer is not disadvantaged contrary to good faith. Changes to the main performance obligations and to the remuneration are excluded.
  • 13.2The amendment is notified to the customer in text form no later than six weeks before it takes effect. If the customer does not object in text form within two weeks of receipt of the notification, the amendment is deemed accepted. The notification will specifically point out this consequence. If the customer objects, either party may terminate the contract with effect from the date on which the amendment takes effect; otherwise, the previous terms continue to apply until the end of the current contract term.

§ 14 Final provisions

  • 14.1The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  • 14.2The contract language is German. Translations are for information purposes only; in the event of discrepancies, the German version prevails.
  • 14.3The exclusive place of jurisdiction for all disputes arising from this contract is Essen, provided the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law. haello is also entitled to bring an action at the customer’s general place of jurisdiction.
  • 14.4Declarations under this contract must be made in text form. This also applies to any waiver of this form requirement.
  • 14.5The assignment of the customer’s claims arising from this contract requires the prior consent of haello in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.
  • 14.6Should any provision of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.

haello ai GmbH · Hermannshöhe 13 · 45277 Essen

Amtsgericht Essen, HRB 36767 · USt-IdNr.: DE454858113

info@haello.ai · fluedy.com