Terms of Service

Provider
DeRRudi.org, trading as “Membrio”
Nieuwendijk 41
8131 CD Wijhe
Netherlands
KvK: 42136693
VAT: NL005525876B59
Email: info@membrio.eu

(“Membrio”, “we”, “us”)

1. Scope and agreement

1.1 These Terms of Service (“Terms”) apply to access to and use of the Membrio platform and related services (the “Service”), including during a free pilot or trial period.

1.2 The agreement with the club or association that uses the Service (the “Club”) is formed when the Club accepts these Terms and the Data Processing Agreement at sign-up.

1.3 Anyone who signs up on behalf of a Club confirms that they are authorised to bind that Club.

1.4 The Service is intended for clubs and associations, not for consumers acting for private purposes.

1.5 These Terms are always available on this page. On request we send a copy by email.

2. Description of the Service

2.1 Membrio provides a platform for member communication (messages, polls, events, push notifications) and member administration (member records, groups, imports, calendar feeds), as a web app and as mobile apps.

2.2 Membrio may improve and change the Service. If a change materially limits the core features the Club pays for, the Club may cancel under article 8.

3. Accounts and security

3.1 Sign-in details are confidential and must not be shared.

3.2 The Club is responsible for all activity under its accounts.

3.3 If the Club suspects unauthorised access, it must report this immediately at security@membrio.eu.

4. Prices and billing

4.1 The price of the Service is the price shown at sign-up, or the price list in force at that time. Prices are in euros. The price states whether VAT is included.

4.2 Membrio invoices per billing period, monthly or yearly as chosen at sign-up. Invoices must be paid within 14 days of the invoice date.

4.3 If an invoice remains unpaid after a reminder, Membrio may suspend access to the Service until payment is received. The data remains available for export (article 9).

4.4 Membrio may change its prices. We give at least 30 days’ notice by email or in the app. The change takes effect at the start of the next billing period. The Club may cancel before the change takes effect.

5. Free pilots and trial periods

5.1 The length and any limits of a pilot or trial period are stated with the offer or at sign-up.

5.2 A pilot or trial period ends automatically at the end of that period, unless the Club takes out a paid plan.

5.3 Unless agreed otherwise in writing, these Terms and the Data Processing Agreement apply in full during a pilot or trial period, including to real member data.

5.4 Either party may end a pilot or trial period at any time. Article 9 then applies.

6. Availability and support

6.1 Membrio provides the Service on a best-efforts basis.

6.2 Membrio does not guarantee uninterrupted or error-free operation, or a fixed uptime percentage.

6.3 Maintenance may temporarily limit availability. We announce planned maintenance in advance where reasonably possible.

6.4 Support is provided by email at info@membrio.eu. We respond as soon as reasonably possible, without guaranteed response times.

7. Acceptable use

The Club must not, and must ensure that its administrators and members do not:

• use the Service for unlawful purposes, or to send spam or harassing, misleading or unlawful messages
• record personal data without a legal basis or in breach of the law (the Club decides what it records and is responsible for it)
• try to gain unauthorised access to the Service or to the data of other clubs, or disrupt the Service, for example by overloading it or testing its security
• copy, resell, reverse engineer or sublicense the Service, except as the law permits

Membrio may suspend accounts or content that breach this article, as narrowly as the situation allows and, where possible, after prior notice.

8. Term and cancellation

8.1 The agreement runs for the chosen billing period and renews automatically for the same period, unless it has been cancelled.

8.2 The Club may cancel at any time, in the app or by email at info@membrio.eu. Cancellation takes effect at the end of the current billing period. Fees already paid for that period are not refunded.

8.3 Membrio may cancel with 30 days’ notice.

8.4 Membrio may terminate the agreement with immediate effect if the Club materially breaches its obligations (for example by not paying after a reminder, or by acting in breach of article 7), or if the Club is declared bankrupt or is granted a suspension of payments. Membrio then refunds prepaid fees for the period after termination, unless the Club caused the termination itself.

9. Data: export and deletion

9.1 The member data and other content remain the Club’s. Membrio claims no rights to them, except as needed to provide the Service.

9.2 During the agreement the Club can export its member data from the app. After the agreement ends it can still do so for 30 days. We help on request.

9.3 After those 30 days Membrio deletes the Club’s member data from the active service. Copies may remain in backups for a limited time until they are overwritten.

9.4 The processing of personal data is governed by the Data Processing Agreement, which forms part of these Terms.

10. Intellectual property

10.1 Membrio and its licensors own the Service, the software, the Membrio name and logo, and all related intellectual property rights.

10.2 The Club receives a non-exclusive, non-transferable right to use the Service for its own purposes for as long as the agreement lasts.

10.3 All rights in the content and data the Club enters into the Service remain with the Club.

11. Liability

11.1 Membrio’s liability for damage arising from or in connection with the agreement is limited to direct damage. For each event, or series of related events, that liability is limited to the fees the Club paid for the Service in the twelve months before the event.

11.2 If a Club uses the Service free of charge, for example in a pilot or trial period, Membrio’s liability is limited to direct damage up to a maximum of EUR 500.

11.3 Membrio is not liable for indirect damage, such as lost profit, lost savings, reputational damage, or damage resulting from the Club’s choices about which data it records or shares.

11.4 These limitations do not apply to damage caused by Membrio’s intent or deliberate recklessness, or to liability that cannot be limited under Dutch law.

11.5 Any claim lapses if the Club does not report the damage to Membrio in writing within 30 days of discovering it.

11.6 This article also applies to liability under the Data Processing Agreement.

12. Force majeure

Neither party is liable for a failure caused by circumstances beyond its reasonable control. These include failures of hosting or telecommunications providers, power or internet outages, cyber attacks that could not be prevented despite careful security, and government measures.

13. Changes to the Terms

Membrio may change these Terms. We announce material changes at least 30 days before they take effect, by email or in the app. If the Club does not accept the change, it may cancel before the change takes effect. The date at the top of this page shows when the Terms were last updated.

14. Governing law and disputes

14.1 These Terms and the agreement are governed by Dutch law. The Vienna Sales Convention (CISG) does not apply.

14.2 Disputes are submitted to the competent court in the district where Membrio has its seat (Rechtbank Overijssel), unless mandatory law provides otherwise.

14.3 If the Club has a complaint, we ask it to contact us first at info@membrio.eu.