Labarile Languages

TERMS AND CONDITIONS OF SALE

Last updated: 27.07.2026

These Terms and Conditions of Sale (the "Terms" or "T&Cs") govern all rights and obligations of the parties in connection with the sale of digital services (the "Digital Services") and digital content (the "Digital Content") offered by the company identified below (the "Company," "we," "us," or "Seller").

ARTICLE 1 – SELLER IDENTIFICATION

LL Languages LLC

30 N Gould St, Ste R

Sheridan, WY 82801

United States of America

Wyoming Filing ID: 2026-002025572

Email: support@labarilelanguages.com

Website: www.labarile-languages.com

ARTICLE 2 – SCOPE

The Digital Services offered by the Seller include, without limitation, a 100% online language-learning program providing access to individual coaching (private coach), approximately 15 group classes per week, 50 hours of e-learning, personalized support and follow-up, and access to the Labarile community for continuous practice. Depending on the offer, these services may include recurring private sessions, expert master classes, and access to group-class replays offered as a supplement, available from the Client's online account (whether a consumer or a professional client, the "Client").

The Digital Content provided by the Seller consists of data in digital form (training videos, replays, exercises, educational resources, applications, and associated updates) accessible by streaming and/or download via the platform and/or application, and, where applicable, from any physical medium used solely to transport the content. These Terms apply, without restriction or reservation and to the exclusion of all other terms, to any sale of Digital Services and Digital Content supplied by the Seller online or via any associated site or platform to consumers and non-professional clients (the "Clients").

The Seller and the Client are referred to individually as a "Party" and collectively as the "Parties." These Terms set out, among other things, the conditions for using the Seller's site, placing orders, making payment, and delivering the Digital Services and Digital Content ordered by Clients. The Client, who acknowledges that these Terms — containing the information required by law — have been communicated in a clear and comprehensible manner on a durable medium or in an easily downloadable document, must review them before placing any order.

The choice and purchase of a Digital Service or Digital Content are the sole responsibility of the Client. These Terms are systematically communicated to every Client prior to the conclusion of the contract for the supply of Services (the "Contract") and Digital Content, and shall prevail, where applicable, over any other version or contradictory document. The Contract is the agreement by which the Company supplies the Client with the Digital Services and Digital Content described in its Offer as presented on the Site. The Client declares having reviewed and accepted these Terms before concluding the Contract.

Validation of the order for Digital Services and Digital Content by the Client constitutes acceptance without restriction or reservation of these Terms. These Terms may be amended in the future for legitimate reasons; the version applicable to the Client's purchase is the one in force on the date the Contract is concluded. In any event, substantial adverse changes will be notified 30 days before they take effect. The Client may terminate free of charge if such changes significantly affect their rights. The Client should therefore ensure the availability of this document, which is why we recommend downloading it for documentation, future reference, and identical reproduction.

ARTICLE 3 – ORDERS

The Client selects the Digital Services and Digital Content they wish to order according to the following process:

It is the Client's responsibility to verify the accuracy of the order and to report any error immediately. For Digital Services and Digital Content subject to a prior quote, the sale shall not be considered final until the Seller has issued a quote, the Client has accepted it, the special terms have (where applicable) been signed by both Parties, these Terms have been accepted, and the first payment has been collected.

Quotes issued by the Seller are valid for a period of 30 days. The Seller reserves the right to cancel or refuse any order from a Client with whom there is a dispute relating to payment of a prior order.

If the Client cancels the order after its acceptance by the Seller, for any reason whatsoever, other than force majeure or the exercise of an express right of revocation provided for in the Contract, the first installment paid at the time of order — as defined in the "Payment Terms" article — shall be automatically retained by the Seller and shall not give rise to any refund.

ARTICLE 4 – PRICING

The Digital Services and Digital Content offered by the Seller are supplied at the rates in force on the date the Seller confirms acceptance of the order, as communicated to the Client prior to placing the order. Applicable rates vary according to the Offer chosen and the program selected, determined following a preliminary interview with an expert intended to assess the Client's language level and define the required budget.

For reference, rates range between four hundred ninety-nine US dollars (USD 499) for an exclusively online program and twelve thousand US dollars (USD 12,000) for a program including a language-immersion stay.

The Digital Services and Digital Content offered by the Seller are delivered to the Client in consideration of a price. The rates include after-sales service, maintenance, and customer assistance under the conditions and terms set out in the Seller's catalog.

All prices are stated exclusive of any applicable taxes unless otherwise indicated. The Client is responsible for any sales, use, VAT, or similar taxes that may apply in their jurisdiction.

ARTICLE 5 – PAYMENT TERMS

PAYMENT IN FULL

The price is payable in a single installment, in full, on the date the Client places the order, according to the process set out in the "Orders" article above, by secure payment means:

The Seller shall not be required to supply the Digital Services and Digital Content ordered by the Client if the price has not been paid in full beforehand under the conditions set out above. Payments made by the Client shall not be considered final until the sums due have actually been collected by the Seller, and no access will be opened before full payment of the sums due under the last invoice issued.

PAYMENT SCHEDULE

Subject to the Seller's confirmation notified to the Client by email, a payment schedule may be established. This arrangement does not affect the Client's obligation to pay the full agreed price. The first installment is charged upon order validation; subsequent installments are charged automatically on the agreed date each month, until full payment of the total price due.

It is expressly stated that this payment facility constitutes neither a subscription nor a no-commitment installment plan, but a contractual method of paying the total price due. The Client therefore remains firmly and irrevocably committed to the entire amount provided for, for the full term of the Contract. Additional fees may apply under this installment facility and are communicated to the Client before order validation.

LATE PAYMENT

In the event of late payment of sums due by the Client beyond the due date indicated on the invoice, late-payment interest at a flat rate of five percent (5%) of the tax-inclusive amount of the overdue sums shall be due automatically to the Seller, without any formality or prior notice, from the day after the due date until full payment. If the delay exceeds ten (10) days, all remaining installments become immediately due.

If the delay exceeds fifteen (15) days, the Seller may suspend, without compensation, the supply of the Digital Services and Digital Content and the performance of its obligations. If the delay persists beyond thirty (30) days from a formal notice that has remained without effect, the Contract shall be terminated automatically, without refund of sums already paid, and without prejudice to any damages. No additional charge exceeding the costs incurred by the Seller for the use of a payment method may be billed to the Client.

ARTICLE 6 – SUPPLY AND DURATION OF DIGITAL SERVICES AND DIGITAL CONTENT

Delivery of the Digital Services and Digital Content is effected exclusively by electronic means (notably via the Skool platform, by email, and/or through a member area). The email address provided by the Client is authoritative and binding; in the event of an input error, mailbox unavailability, spam filtering, or any blocking beyond the Company's control, the Company shall not be held liable.

Subject to acceptance of payment, the access link is generated and sent to the Client within a maximum of twenty-four (24) hours following the order. This is an indicative and non-binding timeframe, and the Seller shall not be held liable if this indicative timeframe is not met.

Access is granted for a period of 12 months from activation, unless otherwise stated in the Offer. Programs composed of several modules may be delivered on a staggered basis (for example, one module per month), unless expressly stated otherwise on the offer page at the time of purchase.

For any technical complaint, the Client must contact support within two (2) business days at the following address: support@labarilelanguages.com. The Digital Services and Digital Content are supplied in their up-to-date version as of the date of sale; subsequent updates are included in the price.

ARTICLE 7 – UPDATES TO DIGITAL CONTENT AND SERVICES

The Seller provides, at no cost to the Client, the updates necessary to maintain the conformity and security of the Digital Services and Digital Content (programs, modules, materials, member area, Skool access, technical fixes) for a minimum period of 12 months following purchase.

These updates may include fixes, compatibility adaptations (browser, mobile), security adjustments, or minor feature modifications. The Client is clearly informed of each necessary update by email and/or via the member area/Skool, within a reasonable time before deployment, with an indication of the nature of the update and its effective date.

The Client undertakes to keep their email address and notification settings up to date. If the Client refuses or does not install (where installation requires action on their part) an update necessary to maintain conformity, the Seller shall not be held liable for any resulting non-conformity.

Any update not necessary to maintain conformity (e.g., new features, additional content, substantial ergonomic redesign) is subject to the Client's agreement. The Seller informs the Client clearly and precisely, on a durable medium (email and/or message in the member area), indicating the effective date. The Client may refuse or uninstall an update that is not necessary. In the event of a non-necessary update that significantly alters an essential feature of the Service, the Client may terminate free of charge within thirty (30) days of being informed, unless the Seller offers to retain a version without the update or an equivalent solution providing substantially similar access to the content.

ARTICLE 8 – TECHNICAL MEASURES

The Digital Services and Digital Content delivered are protected by technical protection measures allowing control of their use and copying. The Seller undertakes to use its best efforts to enable and secure access to, consultation of, and use of the delivered Digital Services and Digital Content.

For technical reasons, notably maintenance or network failure, a momentary interruption of services is possible. The Seller shall therefore not be held liable for:

The Client acknowledges that they are solely responsible for their use of the delivered Digital Services and Digital Content, the Seller not being held liable for any claim and/or proceedings against the Client.

ARTICLE 9 – SELLER'S RESPONSIBILITIES – WARRANTIES

The Digital Services and Digital Content offered by the Seller conform to the contractual description and the characteristics announced in the Seller's commercial and technical materials. These are online services, including access to content, software features, and educational support.

SERVICE STANDARDS, UPDATES, AND SUPPORT

The Seller undertakes to supply the Digital Services and Digital Content in accordance with the contractual descriptions, ensuring the reasonable integration of said services into the Client's digital environment as announced. During the contractual term, the Seller provides the updates and fixes reasonably necessary to maintain the announced level of service, as well as basic assistance enabling the Client to use the services in accordance with their intended purpose. The Seller is not responsible for a defect exclusively attributable to the Client's refusal to install an update clearly announced as necessary, after adequate information about its availability and the consequences of non-installation.

NOTICE OF DEFECTS, REMEDIES, AND TIMEFRAMES

Any notable malfunction must be reported by the Client within a reasonable time after discovery, with the information needed to enable the Seller to verify its cause. In the event of a proven defect, the Seller shall, at no cost to the Client and within a reasonable time, either correct the defect, provide an equivalent replacement or workaround, or grant a proportional price reduction. Termination of the Contract is only possible in the event of a substantial and lasting impairment of the purpose of the service, after the failure of reasonable remedies.

PROPORTIONATE SUSPENSION OF PAYMENT

In the event of a substantial defect duly reported, and as long as a reasonable remedy has not been implemented by the Seller, the Client may withhold the portion of the price strictly corresponding to the affected part of the service, to an extent proportionate to the shortcomings found.

LIMITATIONS OF LIABILITY

The Seller's liability shall not be engaged in the following cases:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Seller's total aggregate liability arising out of or relating to the Contract shall not exceed the total amount actually paid by the Client to the Seller under the Contract. The Seller shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

ARTICLE 10 – CUSTOMER SUPPORT

If the Client needs specific assistance or wishes to make a complaint, the Seller's Customer Service can be contacted at: support@labarilelanguages.com. Customer Service is available Monday to Friday, from 9:00 a.m. to 6:00 p.m. (CET), with a target response time of no more than twenty-four (24) hours.

ARTICLE 11 – PERSONAL DATA

The Seller processes the Client's personal data in order to manage orders, perform the Digital Services and Digital Content, and, where applicable, follow up on the contractual relationship. Data processing is carried out in accordance with applicable data protection legislation, including, for Clients residing in the European Union, the General Data Protection Regulation (GDPR), and, for Clients residing in the United States, applicable state privacy laws (including the CCPA/CPRA where relevant).

The full terms of collection, use, retention, and protection of data are set out in the Seller's Privacy Policy, to which these Terms refer. The Client is invited to review this Privacy Policy before placing any order.

ARTICLE 12 – INTELLECTUAL PROPERTY

The Digital Services and Digital Content delivered to the Client are intended for strictly private use and remain the exclusive property of the Company. Subject to full payment of the agreed price, the Client is granted a personal, non-exclusive, non-transferable, and non-assignable license of use, strictly limited to their private needs for the contractual term. This license covers only access to the platform, replays, master classes, and community.

Any reproduction, communication or making available to the public, projection or collective use, account sharing, capture, extraction, or systematic reuse is prohibited.

The Digital Services and Digital Content, as well as all elements appearing on the presentation pages (texts, comments, illustrations, logos, audio/video content, iconographic documents, interface, and layouts), are protected by United States copyright law (Title 17 of the U.S. Code), United States trademark law (the Lanham Act), and, where applicable, by applicable international conventions. Purchase and use do not entail any transfer of rights: they confer on the Client a personal, non-exclusive, non-transferable, and non-commercial license of use, limited to their private needs alone for the contractual term. Any use outside this framework (notably reproduction, representation, distribution, sharing, or exploitation for professional or commercial purposes, including course materials, replays, and downloadable resources) is strictly prohibited and may give rise to civil and/or criminal action under applicable U.S. law.

Failure to comply with these obligations engages the Client's liability and results, in the event of a serious violation, in the application of a contractual flat-rate penalty of USD 5,000 per breach, without prejudice to any damages the Company may claim in additional compensation. Subject to the mandatory limits of the law, any other form of use requires the Seller's prior written authorization.

ARTICLE 13 – NON-SOLICITATION

The professional Client undertakes, for the entire term of the Contract and for a period of twenty-four (24) months following its termination, not to hire, solicit, or engage, directly or indirectly, any employee, partner, or subcontractor of the Company who participated in the performance of the Services. In the event of a breach of this obligation, the Client shall owe the Company a flat-rate penalty of five thousand US dollars (USD 5,000) per person concerned, without prejudice to any additional damages.

ARTICLE 14 – SUBCONTRACTING

The Company reserves the right to subcontract all or part of the performance of the Services to third parties of its choice, notably for coaching, support, or technical maintenance services. Recourse to subcontracting does not release the Company from its contractual liability toward the Client.

ARTICLE 15 – SUSPENSION OF SERVICES

The Client may request that the Company temporarily suspend the performance of services, subject to compliance with the following cumulative conditions:

The suspension of services does not in any way affect the Client's payment obligations: the agreed installments remain due and payable on the dates originally provided for in the Contract.

ARTICLE 16 – COMMUNITY RULES AND SANCTIONS

In connection with the use of the Services, the Client undertakes to comply with the rules and guidelines of the Labarile Languages community, accessible at the following address: [COMMUNITY GUIDELINES LINK TO INSERT].

In the event of a breach of these rules, the Company will send the Client a notification by email to the registered email address, inviting them to comply within a period of fifteen (15) days. Failing rectification within this period, the Company may terminate the Contract automatically, without compensation or refund for the Client.

ARTICLE 17 – FORCE MAJEURE

Neither Party shall be held liable for the non-performance or delay in the performance of its contractual obligations where such non-performance or delay results from an event of force majeure, understood as an extraordinary, unforeseeable, and irresistible event beyond the control of the Parties, rendering performance of the Contract impossible.

By express agreement, the following constitute, without limitation, cases of force majeure: natural disasters, exceptional climatic or health events, armed conflicts, acts of terrorism, government decisions, or any other circumstance reasonably beyond the control of the Parties ("Force Majeure").

The Party invoking a case of force majeure must inform the other Party without delay and justify its inability to perform its obligation. The suspension of obligations during the force majeure event may in no case give rise to contractual liability, damages, or late-payment penalties. If the impediment is temporary, performance of the obligation is suspended for the entire duration of the event. The Parties will use their best efforts to resume normal performance of the Contract as soon as the impediment ceases, the impeded Party informing the other of such resumption by written notice. If the impediment is permanent, either Party may terminate the Contract, without compensation, by simple written notice sent to the other Party.

ARTICLE 18 – TERMINATION OF THE CONTRACT

In the event of a breach by one of the Parties of its contractual obligations, the other Party may terminate the Contract after sending a written formal notice by email that has remained without effect within a period of thirty (30) days.

The notice of termination must be given in writing, by any means allowing receipt to be established. In the event of a Force Majeure event permanently rendering performance of the Contract impossible, the Contract shall be terminated automatically, without compensation, thirty (30) days after written notice sent by one Party to the other.

The Contract may also be terminated automatically in the event of non-compliance by one of the Parties with its essential obligations, notably full payment of sums due for the Client or delivery of the agreed services for the Seller. In such a case, termination shall occur thirty (30) days after written formal notice sent by email to the defaulting Party and remaining without effect, such notice specifying the intention to apply this clause.

ARTICLE 19 – RIGHT OF CANCELLATION / REFUNDS

Any order for Digital Services and Digital Content is firm and final upon its acceptance by the Client.

For professional (B2B) Clients or Clients residing in a country that does not provide a statutory cooling-off / cancellation right, no right of withdrawal applies and no refund request will be accepted.

For consumer Clients residing in a jurisdiction whose legislation recognizes a statutory cancellation or cooling-off right, that right may be exercised in accordance with the applicable statutory provisions, within the period provided from the conclusion of the Contract. However, the Client acknowledges that this right ends as soon as they have requested immediate performance of the Services or accessed the Digital Content before the expiry of the statutory period, and that they have expressly accepted the loss of their cancellation right in such a case.

In any event, no refund, total or partial, shall be due in the event of early interruption, non-participation, personal impediment of the Client, or the occurrence of an event beyond the Company's control. No refund will be granted either where: (i) the Client has connected to the platform, (ii) has downloaded, even partially, digital content, (iii) has not participated in the Services ordered, (iv) has refused to apply the advice or methods proposed, or (v) has exceeded any deadline provided for by a specific offer.

Certain particular commercial offers may nevertheless provide a contractual "satisfaction or refund" guarantee. This guarantee, where provided, is strictly governed by the conditions appearing on the presentation page of the offer concerned and shall not be interpreted as a general rule applicable to all Services.

The Client retains in any event ownership of the content and creations they have themselves produced in connection with the use of the Digital Services and Digital Content. Upon request, the Company will make these elements available to them, within a reasonable time and in a commonly used format, at no additional cost.

ARTICLE 20 – GOVERNING LAW

These Terms and the transactions arising from them are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-law principles, and subject to the mandatory consumer-protection provisions of the Client's country of habitual residence. They are drafted in English. Should they be translated into one or more languages, only the English text shall prevail in the event of a dispute.

ARTICLE 21 – DISPUTES

In the event of a complaint, the Client may contact the Seller's Customer Service, which will endeavor to find an amicable solution to the dispute.

Any dispute shall first be subject to good-faith negotiation between the Parties. If no resolution is reached within forty-five (45) days, the dispute shall be resolved as follows:

Where required by applicable law, nothing in this article deprives a consumer of any mandatory right to bring a claim in their local jurisdiction or to use any statutory dispute-resolution mechanism available to them.

ARTICLE 22 – PRE-CONTRACTUAL INFORMATION – CLIENT ACCEPTANCE

The Client acknowledges having been informed by the Seller, in a legible and comprehensible manner, through the provision of these Terms, prior to their purchase, of the essential characteristics of the Digital Services and Digital Content enabling them to acquire them with full knowledge, notably regarding their conditions of use, functionalities, compatibility, interoperability, and continuity, with any applicable restrictions; of the price and any personalized pricing, and ancillary fees; of the terms of payment, supply, and performance of the Contract; of the date or timeframe within which the Seller supplies the ordered Digital Services and Digital Content; of the Seller's identity, postal and electronic contact details; of the terms of termination, dispute-resolution methods, and other contractual conditions; and of the cancellation right and its terms of exercise, or the absence of such a right where applicable.

The Client also acknowledges having been able to know, prior to concluding the Contract or performing the service, the essential characteristics of the Digital Services and Digital Content. The Client's purchase of a Digital Service and/or Digital Content constitutes full and complete acceptance of these Terms and an obligation to pay for the Digital Services and Digital Content ordered, which the Client expressly acknowledges, and the Client waives, notably, the right to invoke any contradictory document, which would be unenforceable against the Seller.

Any order constitutes full and complete acceptance of these Terms.