Terms & Conditions MemBirds B.V.

Effective date: August 13, 2025

Article 1 – Definitions

In these Terms & Conditions, the following definitions apply:

1. MemBirds: the trade name and platform of MemBirds B.V., registered in Amsterdam, The Netherlands, with the Chamber of Commerce under number 01124987.
2. Provider: the natural or legal person who uses the Services of MemBirds via the MemBirds platform to offer online training and/or communities to Users.
3. User: the natural or legal person who enters into an agreement with the Provider via the Provider’s Learning Environment.
4. Agreement: the legal relationship between MemBirds and the Provider, in the broadest sense.
5. Services: all products and services provided by MemBirds, including access to the Platform, software, hosting, updates, and related support.
6. Platform: the website, applications, tools, and other digital systems provided by MemBirds through which the Provider can enter agreements with Users.
7. Learning Environment: the secured environment within the Platform managed by the Provider, where Users can access or purchase restricted content.
8. Website: the publicly accessible website of MemBirds.

Article 2 – Applicability

1. These Terms & Conditions apply to all Agreements between the Provider and MemBirds.
2. Deviations are only valid if agreed upon in writing by both parties.
3. The applicability of the Provider’s own terms and conditions is expressly excluded unless agreed otherwise in writing.
4. If any provision is wholly or partially invalid, the remaining provisions remain fully in force.
5. Agreements between Providers and Users entered into via the Platform are subject to the User Terms & Conditions.

Article 3 – Formation of the Agreement

1. The Agreement is formed when the Provider creates an account via the Website and MemBirds confirms the registration.
2. Any obvious errors or mistakes in an offer do not bind MemBirds.

Article 4 – Execution

1. MemBirds will perform the Services to the best of its knowledge and ability.
2. MemBirds may engage third parties to perform the Services.
3. The Provider must supply all necessary information in a timely manner. If the Provider fails to do so, MemBirds may suspend performance.
4. The Provider is responsible for connecting a payment provider to the Learning Environment for collecting payments from Users.
5. Deadlines provided are not strict deadlines; if exceeded, the Provider must issue a written notice of default.

Article 5 – Modification of the Agreement

Modifications are only valid if agreed in writing. Failure to immediately implement a modification does not constitute grounds for termination.

Article 6 – Suspension and termination

1. MemBirds may terminate the Agreement if performance is impossible or can no longer reasonably be expected.
2. In the event of attributable breach by the Provider, MemBirds may terminate the Agreement immediately without liability for damages.
3. Both parties may terminate the Agreement early, subject to Article 11.

Article 7 – Payment

1. Payment is made via automatic debit or online payment through the connected payment provider.
2. Price changes will be communicated in advance.
3. Subscriptions renew automatically unless cancelled at least one day before the renewal date.

Article 8 – Liability

1. The Provider is responsible for supplying accurate and relevant information.
2. MemBirds is not liable for third-party errors, Provider content, or agreements between Providers and Users.
3. MemBirds is not liable for Platform unavailability, issues with payment providers, or Users failing to pay.
4. In cases of force majeure (see Article 9), liability is excluded.
5. Liability is not excluded in cases of intent or deliberate recklessness by MemBirds.
6. If liability is established, it is limited to the amount paid out by the insurer or, if no insurance applies, to the amount paid by the Provider.

Article 9 – Force majeure

1. Force majeure includes circumstances beyond the control of MemBirds that prevent performance, such as: non-performance by third parties, illness, fire, natural disasters, war, riots, strikes, utility outages, severe system failures, large-scale cloud outages, cyberattacks, and pandemics.
2. Performance is suspended for the duration of the force majeure situation. If it lasts longer than three months, the Agreement may be terminated without judicial intervention.

Article 10 – Warranty

MemBirds provides no guarantees regarding the results or financial outcomes of Learning Environments.

Article 11 – Prohibitions

1. The Provider is prohibited from copying, reverse engineering, or reproducing the Learning Environment, software, or functionality of MemBirds unless explicitly permitted in writing.
2. The Provider may only use the Learning Environment for agreed purposes.
3. The Provider may not use payment data or other personal data of Users for unauthorized purposes.
4. Violation entitles MemBirds to remove the Learning Environment and claim damages.

Article 12 – Confidentiality

1. Both parties shall not disclose confidential information to third parties unless necessary for the execution of the Agreement, required by law, or by court order.

Article 13 – Intellectual property

1. All intellectual property rights to the Platform, software, source code, and supplied materials belong to MemBirds.
2. The Provider guarantees that their content does not infringe the rights of third parties and indemnifies MemBirds against related claims.
3. Content uploaded by the Provider remains the property of the Provider.

Article 14 – Complaints procedure

Complaints regarding the Services may be submitted by email to info@membirds.nl.

Article 15 – Identity of MemBirds B.V.

MemBirds B.V.
Keizersgracht 520H
1017 EK Amsterdam
KvK: 01124987
Email: info@membirds.nl

Article 16 – Applicable law

All legal relationships are governed by Dutch law. Disputes will be submitted to the competent court in the District of The Hague, location Gouda.

Article 17 – Additional provisions

1. Changes to offerings and extras MemBirds reserves the right to modify or discontinue (parts of) its offerings or additional benefits, bonuses, or extras provided with the Services at any time. This also applies if such benefits or extras were previously promised as part of an offer or agreement (such as monthly mastermind sessions, access to bonus training, etc.).
2. Affiliate commissions MemBirds reserves the right to stop paying affiliate commissions or other compensation at any time and without providing reasons, effective from the moment of notification to the affiliate or Provider. Any previously approved but unpaid amounts up to that moment will be paid in accordance with the agreed terms, unless there is a violation of these Terms & Conditions or abuse of the affiliate program.