MemBirds B.V. Terms and Conditions

Effective date: August 13, 2025

In these Terms and Conditions, the following definitions apply:

1. MemBirds: the trade name and platform of MemBirds B.V., with its registered office in Amsterdam and registered with the Dutch Chamber of Commerce under number 01124987.
2. Provider: the natural person or legal entity that uses MemBirds' Services through the MemBirds Platform to offer online courses and/or communities to Users.
3. User: the natural person or legal entity that enters into an agreement with the Provider through 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 supplied by MemBirds, including access to the Platform, software, hosting, updates, and related support.
6. Platform: MemBirds' website, applications, tools, and other digital systems through which the Provider may enter into agreements with Users.
7. Learning Environment: the restricted area within the Platform managed by the Provider, where Users may purchase or view restricted content.
8. Website: MemBirds' publicly accessible website.

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

1. The Agreement is formed when the Provider creates an account through the Website and MemBirds confirms it.
2. Obvious errors or mistakes in an offer are not binding on MemBirds.

1. MemBirds will perform the Services to the best of its knowledge and ability.
2. MemBirds may engage third parties in the performance of the Services.
3. The Provider must supply all required information on time. 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 to collect payments from Users.
5. Any stated deadlines are not strict deadlines. If a deadline is exceeded, the Provider must give MemBirds written notice of default.

Amendments are valid only when agreed in writing. A delay in implementing an amendment does not constitute grounds for termination.

1. MemBirds may terminate the Agreement if performance is impossible or cannot reasonably be required.
2. If the Provider is culpably in breach, MemBirds may terminate the Agreement immediately without liability for damages.
3. Either party may terminate the Agreement early, subject to Article 11.

1. Payment is made by direct debit or online payment through the connected payment provider.
2. Price changes will be communicated in advance.
3. Subscriptions renew automatically unless canceled no later than one day before the renewal date.

1. The Provider is responsible for accurate and relevant information.
2. MemBirds is not liable for errors by third parties, the Provider's content, or agreements between the Provider and Users.
3. MemBirds is not liable for Platform unavailability, payment-provider disruptions, or Users' failure to make payments.
4. Liability is excluded in cases of force majeure as described in Article 9.
5. The exclusion of liability does not apply in cases of intent or deliberate recklessness by MemBirds.
6. If liability is established, it is limited to the amount paid by the insurer or, if no insurance payment is made, to the amount paid by the Provider.

1. Force majeure includes circumstances beyond MemBirds' control that make performance impossible, including non-performance by third parties, illness, fire, natural disasters, war, riots, strikes, utility outages, serious system failures, widespread cloud outages, cyberattacks, and pandemics.
2. In the event of force majeure, performance is suspended for as long as the situation continues. If it lasts longer than three months, the Agreement may be terminated without court intervention.

MemBirds makes no warranties regarding the results or revenue of Learning Environments.

1. The Provider may not copy, reverse engineer, or recreate the Learning Environment, software, or functionality of MemBirds unless authorized in writing.
2. The Provider may use the Learning Environment only for the agreed purposes.
3. The Provider may not use Users' payment information or other personal data for purposes that have not been agreed.
4. A violation entitles MemBirds to remove the Learning Environment and claim damages.

The parties will not share confidential information with third parties unless necessary for performance of the Agreement, required by law, or ordered by a court.

1. All intellectual property rights in the Platform, software, source code, and supplied materials belong to MemBirds.
2. The Provider warrants that its submitted content does not infringe third-party rights and indemnifies MemBirds against third-party claims.
3. Content posted by the Provider remains the Provider's property.

Complaints about the Services may be sent by email to [email protected].

MemBirds B.V. Keizersgracht 520H 1017 EK Amsterdam Dutch Chamber of Commerce: 01124987 Email: [email protected]

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

Changes to the offering and extras: MemBirds reserves the right to amend or discontinue all or part of its offering, or any additional benefits, bonuses, or extras supplied with the Services, at any time. This also applies if those benefits or extras were previously promised as part of an offer or agreement, such as monthly mastermind sessions or access to bonus courses.

Affiliate commissions: MemBirds reserves the right to discontinue payment of affiliate commissions or other compensation at any time and without stating reasons, effective from the moment this is communicated to the affiliate or Provider. Any amounts already approved but not yet paid at that time will be paid under the agreed terms, unless these Terms and Conditions have been breached or the affiliate program has been abused.