Terms and Conditions of the Vegan Business Circle (VBC) Service provided by Plant-Based Revolution Nonprofit Ltd.

1. Service Provider Details and Contact Information

1.1. Company name: Plant-Based Revolution Nonprofit Ltd.

Registered office: 1138 Budapest, Párkány utca 12., 7th floor, door 43., Hungary

Tax number: HU32024551

Company registration number: 01-09-403212

Registering court: Company Court of the Budapest-Capital Regional Court

Represented by: Csaba Péntek, Managing Director

(hereinafter: the „Service Provider“)

1.2. Email: info@veganbusinesscircle.com

Website: www.veganbusinesscircle.com

2. Introductory Provisions, Scope

2.1. These Terms and Conditions (hereinafter: the „Terms“) contain the detailed description of the service named Vegan Business Circle (VBC) (hereinafter: „VBC“ or the „Service“), including marketing and other related services, as well as the conditions of its use.

2.2. These Terms shall enter into force on 1 April 2025 and remain valid until revoked. The personal scope of these Terms extends to the Service Provider and to the members of VBC defined below, as users of the Service.

2.3. These Terms are available on the website www.veganbusinesscircle.com. The Service Provider reserves the right to amend these Terms at any time. Amendments shall enter into force immediately upon their publication on the website. The Service Provider shall notify members having a contractual (membership) relationship in writing about any amendments (hereinafter: „Member“ or „Members“).

2.4. The Service Provider and the Member shall hereinafter jointly be referred to as the „Parties“.

3. Definitions

3.1. Website: the website operated by the Service Provider at www.veganbusinesscircle.com and its subpages.

3.2. Service Provider: Plant-Based Revolution Nonprofit Ltd.

3.3. Member: A natural person, legal entity, or organization without legal personality who has paid the membership fee to the Service Provider for the relevant period, whose membership application has been accepted by the group leadership, and whose membership relationship has not been terminated.

3.4. Personal Representative: A natural person permanently designated by a Member that is a legal entity or an organization without legal personality, who acts personally on behalf of the Member within the VBC system. Provisions applicable to the Member shall also apply to the Personal Representative, mutatis mutandis.

3.5. Participant: Any natural or legal person who participates in an Event, regardless of whether they have a Membership.

3.6. Event: A time-specific online or offline event organized by the Service Provider, including but not limited to business breakfasts, business dinners, mastermind meetings, workshops, lectures, or online networking events, in which Participants take part either in person or online.

3.7. Guest Participation: Participation in an Event where the Participant does not have a Membership.

3.8. Membership Fee: A recurring annual or monthly flat fee payable by the Member to the Service Provider as consideration for the Service, in accordance with these Terms. Additional rules relating to the use of the Membership Fee are set out in the VBC Code of Ethics.

3.9. Membership Relationship: The totality of rights and obligations relating to the use of the VBC Service for the Member during the period covered by the Membership Fee.

4. The Service

4.1. Marketing and other related services in accordance with these Terms.

4.2. The Service includes, in particular but not limited to, and subject to change by the Service Provider, the following:

Access to the VBC community and the opportunity to participate in events organized by the Service Provider, in accordance with the terms applicable to the given event.

Appearance on the Website among members (with a clickable logo).

4.3. Detailed rules relating to events are set out in Section 5.

4.4. The Service Provider is entitled to engage subcontractors and contributors.

5. Rules for Participation in Events

5.1. The Service Provider organizes business breakfasts, business dinners, mastermind meetings, online networking events, and other events (hereinafter: „Event“). Participation in Events qualifies as a separate service and is not identical to the Membership Relationship.

5.2. Participation in an Event may take place:

within the framework of a Membership, or

through separate, occasional registration and payment of a participation fee.

The Service Provider reserves the right to make participation in certain Events conditional upon having a Membership.

5.3. Registration for an Event and payment of the participation fee creates a separate contract between the Service Provider and the Participant.

5.4. The participation fee for Events is determined on the specific event page. The participation fee includes the services specified in the description of the given Event.

5.5. The Participant may cancel participation in writing no later than 72 hours before the start of the Event.

5.6. In the event of cancellation within 72 hours or non-attendance, the participation fee shall not be refunded and may not be used for another Event.

5.7. The Participant is entitled to transfer their participation to another person, provided that the Service Provider is notified in advance.

5.8. The Participant acknowledges that the Event qualifies as a time-specific service; therefore, no right of withdrawal may be exercised under applicable law.

5.9. The Participant is obliged to comply with the rules of the Event and the regulations of the Service Provider.

5.10. The Service Provider is entitled to exclude a Participant from the Event or restrict their participation in future Events if their behavior disrupts the order of the Event or violates the interests of the community.

5.11. The Participant acknowledges that audio and visual recordings may be made at the Event, which the Service Provider may use for marketing and communication purposes.

5.12. Participation in an Event does not automatically result in a Membership Relationship. Membership is established through separate registration and payment.

5.13. The Service Provider reserves the right to assess membership applications and reject them in justified cases.

5.14. The Service Provider may allow Participants without Membership to attend Events (hereinafter: „Guest Participation“). A Participant may attend Events as a guest a maximum of two (2) times per year.

5.15. Guest participations:

are non-transferable,

may not be accumulated,

and may not be carried over to the next period.

5.16. The detailed conditions for Guest Participation (including, in particular, the possibility of participation, fees, and conditions) are determined by the Service Provider in the description of the given Event.

5.17. The Service Provider reserves the right to restrict participation in certain Events exclusively to Members and to exclude Guest Participation.

5.18. The Service Provider is entitled to restrict or refuse Guest Participation without justification.

6. Establishment and Duration of the Membership Relationship

6.1. Certain elements of the Service may only be used within the framework of a Membership Relationship, which is established on the day of payment of the Membership Fee. Registration via the Website is required for the creation of the Membership Relationship.

6.2. The duration of the Membership Relationship may be chosen as either one (1) year or one (1) month.

6.3. The Member is entitled to use the VBC Service and the related know-how exclusively within the VBC group in which the Member participates, during the period covered by the Membership Fee.

6.4. The Member is not entitled to use or exploit the VBC Service, the know-how, or any other system-related elements or knowledge in any other manner without the prior written consent of VBC. In the event of a breach of this provision, the Member shall be obliged to pay a contractual penalty equal to ten (10) times the applicable Membership Fee per occurrence to the Service Provider without delay, but no later than eight (8) days from receipt of the notice, without the possibility of set-off.

6.5. During registration, the Member is required to designate a Personal Representative. The Personal Representative must undertake to comply with these Terms and all regulations of the Service Provider. Only the Personal Representative is entitled to make any statements on behalf of the Member. The Member may designate a new Personal Representative in place of the previously designated one; however, this shall not result in a breach of any obligation applicable to the Member.

7. Membership Fee and Payment Terms

7.1. The Membership Fee shall be paid via online bank card payment at the end of the registration process on the Website.

7.2. The Service Provider may, on an individual basis, allow payment of the Membership Fee by bank transfer.

7.3. Any payment of the Membership Fee or other fees shall be deemed completed once the relevant amount has been credited to the Service Provider’s bank account.

7.4. The current amount of the Membership Fee shall be published by the Service Provider on the Website.

7.5. The Service Provider reserves the right to modify the Membership Fee, taking into account possible changes in the Service, know-how, and system characteristics. The Service Provider shall notify existing Members of any changes in advance via email.

7.6. In the case of bank card payment, the Member must provide valid bank card details during registration. By choosing bank card payment, the Member declares that the provided bank card details are accurate and that they are lawfully entitled to use the card. If the Member pays the Membership Fee by bank card and authorizes recurring charges, the Membership Fee shall be automatically charged from the Member’s bank card via the Stripe payment system.

7.7. The general terms and conditions and privacy policy of Stripe are continuously available at https://stripe.com/. By choosing bank card payment, the Member declares that they have reviewed and accepted these documents.

7.8. Invoicing shall be carried out electronically in all cases. The Service Provider shall issue, send, and store invoices in electronic form, which shall be deemed accepted by the Member upon payment. The Service Provider shall issue the invoice within fifteen (15) days from receipt of the Membership Fee and send it to the Member via email.

7.9. The Membership Relationship shall automatically renew upon expiry of the selected period (monthly or yearly), unless the Member cancels the membership subscription prior to renewal.

7.10. The Membership Fee shall be automatically charged from the Member’s bank card on the renewal date, in accordance with the selected billing period.

7.11. The Member is entitled to cancel the membership subscription at any time.

7.12. Cancellation shall take effect at the end of the already paid period, meaning that the Membership Relationship shall remain in force until the renewal date and shall terminate thereafter.

8. Termination of the Membership Relationship

8.1. The Membership Relationship shall terminate:

if the Member cancels the Service at the end of the selected one-year or one-month period,

if the Member fails to pay the Membership Fee within eight (8) days following automatic renewal,

by immediate termination by the Service Provider with justified reasoning (extraordinary termination), which may be based, in particular but not limited to, the Member’s breach of these Terms or the VBC Code of Ethics.

8.2. The termination of the Membership Relationship for any reason shall not affect the provisions of these Terms relating to confidentiality, nor the Service Provider’s rights relating to intellectual property and trademarks.

9. Confidentiality

9.1. The Parties shall not disclose to the public or to any third party any business secrets or other confidential information obtained in connection with the use or provision of the Service. This includes information that does not qualify as a business secret but whose disclosure would be detrimental to the other Party, harm its interests, or jeopardize them. Such information shall not be made accessible to third parties in any form and shall only be used in connection with the use and performance of the Service. This confidentiality obligation shall remain in force even after the termination of the Membership Relationship.

9.2. A business secret is any fact, information, other data, or compilation thereof related to economic activity which is secret—either as a whole or in the combination of its elements not generally known or easily accessible to persons engaged in the relevant economic activity—and therefore has economic value, and with respect to which the holder of the secret has taken reasonable steps to keep it confidential.

9.3. Protected knowledge (know-how) means technical, economic, or organizational knowledge, solutions, experience, or a combination thereof that qualifies as a business secret and is recorded in a manner suitable for identification.

9.4. The confidentiality obligation shall not apply to information that is publicly known, that both Parties have explicitly agreed to disclose, or that a Party is required to disclose by law. In the latter case, the Parties shall consult in advance regarding the scope of the information and the reason for disclosure.

9.5. The Member shall, without time limitation, take all reasonably expected measures to ensure that all business secrets known to them—especially those of other Members—as well as the confidentiality of the Service elements, know-how, and other system characteristics and materials are preserved, and to prevent their copying by any third party.

10. Intellectual Property

10.1. All trademarks, logos, and other information and materials appearing on the Service Provider’s websites, in online and offline media, and at events organized by the Service Provider are the exclusive property of the Service Provider, its contributors, or its contractual partners. These may not be used, copied, distributed, or published by Members or third parties in any manner without the prior written consent of the respective rights holder.

10.2. The Service Provider shall acquire a free, unlimited, and exclusive right of use over any feedback, comments, suggestions, or ideas (hereinafter: „Feedback“) provided by Members in connection with the Service or during events. The Service Provider shall become the exclusive owner of all rights related to such Feedback and shall not be restricted in its use, nor shall such use be subject to any remuneration.

10.3. The Service Provider shall be entitled, without limitation, to use, exploit, reproduce, publish, modify, disclose, communicate to the public, and distribute the Feedback provided by Members without any obligation to provide compensation.

11. Non-Compete

11.1. The Member shall not, during the term of the Membership and for a period of 1 (one) year following its termination, be entitled to create or operate a business networking or mastermind-based community that is substantially similar to VBC by using VBC’s know-how, business model, methodology, or internal operational system.

11.2. In the event of a breach of the above obligation, the Service Provider shall be entitled to:

terminate the services provided to the Member,

exclude the Member from the community,

and claim a contractual penalty equal to ten (10) times the applicable annual Membership Fee.

12. Force Majeure

12.1. Neither Party shall be liable for any loss or damage resulting from events beyond its control, including but not limited to virus outbreaks, war, rebellion, acts of terrorism, strikes or similar industrial actions, import or export embargoes, accidents, fire, blockades, floods, natural disasters, severe storms, major disruptions in energy supply, serious transportation disruptions, or governmental measures, provided that such events are unforeseeable and unavoidable.

This force majeure provision shall apply mutatis mutandis to the events, programs, and services of the Service Provider.

13. Data Processing

13.1. The Privacy Policy relating to the use of the Service forms an annex to these Terms.

13.2. The Member is required to provide accurate and truthful data to the Service Provider. The Member shall notify the Service Provider of any changes to their data without delay, but no later than eight (8) days. The Service Provider shall not be liable for any damages arising from incorrect or non-functional data or email addresses.

13.3. The Service Provider shall not be liable for any use of personal data that deviates from these Terms if such use or any resulting damage is caused by the intentional or negligent conduct of a third party or the Member, or if the Service Provider has acted in accordance with these Terms.

13.4. The Parties shall comply with Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation – GDPR) regarding the protection of natural persons with regard to the processing of personal data and the free movement of such data.

13.5. The Parties declare that they shall process personal data obtained, handled, and shared in connection with the use and provision of the Service in compliance with applicable laws. If personal data relating to a third party (e.g. employee, executive officer, contributor; hereinafter: „data subject“) is transferred, the transferring Party shall ensure that it has the necessary authorization or has informed the data subject accordingly.

13.6. The Parties are entitled to store personal data obtained from the other Party for purposes reasonably related to the use and performance of the Service, in accordance with the principle of purpose limitation (including, but not limited to, communication, payment administration, and debt collection).

13.7. Each Party shall be responsible towards the data subject for compliance with data protection obligations and for any breach thereof, including failure to provide proper information.

14. Limitation of Liability

14.1. The Service Provider shall not assume any liability for products or services provided by Members or contractual partners, nor for any products or services of partners connected through recommendations made by them. Members shall use such services and products at their own risk. The Service Provider shall not be liable for any damages arising from or in connection with the use of such services or products.

14.2. The Member and its Personal Representative shall be jointly and severally liable for any damages caused in connection with VBC events or in relation thereto, towards the Service Provider, its contributors, contractual partners, other Members, or third parties.

14.3. The Member undertakes to ensure that its Personal Representative complies with these Terms and shall bear full joint and several liability for any breach thereof.

14.4. To the maximum extent permitted by applicable law, the Service Provider shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the Service or participation in Events.

This includes, but is not limited to, loss of profits, loss of business opportunities, loss of revenue, loss of data, or any expected or anticipated results.

The Service Provider does not guarantee any specific results, business outcomes, partnerships, or opportunities arising from the use of the Service or participation in Events.

The total liability of the Service Provider, if any, shall be limited to the amount actually paid by the Member or Participant for the relevant service in the twelve (12) months preceding the claim.

All services are provided on an „as is“ and „as available“ basis.

15. Final Provisions

15.1. Additional rights and obligations of the Member are set out in the VBC Code of Ethics, which forms an integral annex to these Terms. Where the Code of Ethics refers to the Member, it shall also be understood to include the Personal Representative with identical meaning.

15.2. By using the Service, the Member accepts these Terms and any amendments thereto by implied conduct. By commencing use of the Service, the Member declares that they have read and accepted these Terms as binding.

15.3. Any reference to these Terms shall include its annexes. References to sections and annexes refer to the respective sections and annexes of these Terms. Section headings are for convenience only and shall not affect interpretation.

15.4. Communication via email shall be deemed valid written communication between the Parties.

15.5. The Member may not assign its rights or obligations arising from these Terms to any third party, except as expressly permitted herein.

15.6. If any provision of these Terms, or any part thereof, is held to be invalid, this shall not affect the validity of the remaining provisions or parts thereof, which shall remain in full force and effect.

15.7. These Terms shall be governed by and construed in accordance with the laws of Hungary, without regard to conflict of law rules.

15.8. The Parties shall endeavor to resolve any disputes arising out of or in connection with these Terms or the Service amicably, out of court. Legal proceedings may only be initiated if such efforts fail.

15.9. Any dispute arising out of or in connection with this agreement, including disputes relating to its breach, termination, validity, or interpretation, shall be finally settled by the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The arbitration shall be conducted: under the expedited procedure rules of the Arbitration Court,by a sole arbitrator, in the English language.

The Parties exclude the possibility of retrial proceedings under Chapter IX of Act LX of 2017 on Arbitration. The applicable substantive law shall be Hungarian law, excluding its private international law rules.

Annexes

VBC Code of Ethics (link)

Privacy Policy (link)