General Terms and Conditions MemBirds B.V.

Article 1 – Definitions

In these General Terms and Conditions, the following definitions apply:

1. MemBirds: the trade name and platform of MemBirds B.V., statutorily based in Amsterdam, registered with the Dutch 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 trainings 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 Provider, in the broadest sense.
5. Services: all products and services delivered by MemBirds, including making the Platform available, software, hosting, updates and related support.
6. Platform: the website, applications, tools and other digital systems of MemBirds on which the Provider can enter into agreements with Users.
7. Learning Environment: the protected environment within the Platform, managed by the Provider, where Users can access or view restricted content.
8. Website: the publicly accessible website of MemBirds.

Article 2 – Applicability

1. These General Terms and Conditions apply to all Agreements between Provider and MemBirds.
2. Deviations are only valid if agreed in writing by both parties.
3. Applicability of the Provider's general terms and conditions is expressly excluded, unless otherwise agreed in writing.
4. If a provision is wholly or partially invalid, the remaining provisions remain in full force.
5. The General Terms and Conditions for Users apply to agreements between Provider and Users entered into via the Platform.

Article 3 – Formation of the Agreement

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

Article 4 – Performance

1. MemBirds will perform the Services to the best of its insight and ability.
2. MemBirds may engage third parties for the performance of the Services.
3. The Provider provides all necessary information in time. In case of negligence, MemBirds may suspend performance.
4. The Provider connects a payment provider to the Learning Environment to collect payments from Users.
5. Stated terms are not strict deadlines; in case of exceedance, the Provider must give written notice of default.

Article 5 – Amendments to the Agreement

Amendments are only valid if agreed in writing. Not immediately implementing an amendment does not constitute grounds for dissolution.

Article 6 – Suspension and dissolution

1. MemBirds may dissolve the Agreement if performance is impossible or cannot reasonably be required.
2. In case of attributable failure by the Provider, MemBirds may dissolve immediately without liability for damages.
3. Both parties may terminate prematurely, with due observance of article 11.

Article 7 – Payment

1. Payment is made via direct debit or online payment via the connected payment provider.
2. Price changes are communicated in advance.
3. Subscriptions renew automatically, unless cancelled at the latest one day before the renewal date.

Article 8 – Liability

1. The Provider is responsible for correct and relevant data.
2. MemBirds is not liable for errors of third parties, content of the Provider or agreements between Provider and Users.
3. MemBirds is not liable for the unavailability of the Platform, disruptions at payment providers or non-payment by Users.
4. In case of force majeure (see article 9), liability lapses.
5. Exclusion of liability does not apply in case of intent or wilful recklessness on the part of MemBirds.
6. If liability is established, it is limited to the amount paid out by the insurer or, in the absence thereof, to the amount paid by the Provider.

Article 9 – Force majeure

1. Force majeure includes circumstances beyond the control of MemBirds making performance impossible, such as: non-performance by third parties, illness, fire, natural disasters, war, riots, strikes, utility disruptions, serious system outages, large-scale cloud outages, cyber attacks and pandemics.
2. In case of force majeure, performance is suspended for as long as the situation continues. If this lasts longer than three months, the Agreement may be dissolved without judicial intervention.

Article 10 – Warranty

MemBirds gives no warranties about the result or revenue of Learning Environments.

Article 11 – Prohibitions

1. The Provider is prohibited from copying, reverse engineering or rebuilding the Learning Environment, software or functionalities of MemBirds, unless 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 purposes that have not been agreed.
4. Violation entitles MemBirds to remove the Learning Environment and claim damages.

Article 12 – Confidentiality

Parties shall not share confidential information with third parties, unless necessary for the performance of the Agreement, on the basis of a legal obligation or a court order.

Article 13 – Intellectual property

1. All intellectual property rights to the Platform, software, source code and supplied materials rest with MemBirds.
2. The Provider warrants that the content supplied by them does not infringe third party rights and indemnifies MemBirds against third party claims.
3. Content posted by the Provider remains the property of the Provider.

Article 14 – Complaints procedure

Complaints about the Services can be sent by email to info@membirds.nl.

Article 15 – Identity of MemBirds B.V.

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

Article 16 – Applicable law

Dutch law applies to all legal relationships. Disputes will be settled by the competent court of the District of The Hague, location Gouda.

Article 17 – Additional provisions

Changes to offer and extras: MemBirds reserves the right to change or terminate (parts of) the offer or additional benefits, bonuses or extras delivered with the Services at any time. This also applies if these benefits or extras were previously promised as part of an offer or agreement (for example organising monthly mastermind sessions, access to bonus trainings and the like).

Affiliate commissions: MemBirds reserves the right to stop paying out affiliate commissions or other compensation at any time and without giving reasons, from the moment of announcement to the affiliate or Provider. Any commissions already approved but not yet paid out up to that point will be paid out in accordance with the agreed terms, unless there is a breach of these General Terms and Conditions or abuse of the affiliate program.