TERMS AND CONDITIONS

These General Terms and Conditions (hereinafter: the “GTC”) set out the terms for using the marketing services and other related services provided by START Régió Kft. (registered office: 1145 Budapest, Szugló u. 9–15; company registration no.: 01-09-410230; tax no.: 13885649-2-42; represented by: Managing Director Renáta Fialka—hereinafter: “BNI”).

The document titled Rules of Operation, published on the BNI website, as well as the Privacy Notice, form an integral and inseparable annex to these GTC. The provisions of these GTC shall in all cases govern the legal relationship established through the use of the marketing services and other related services provided by BNI, and they generally regulate the rights and obligations of the contracting parties.

These GTC are concluded for an indefinite period.

The personal scope of these GTC extends to BNI, as well as to BNI’s members as defined below, as users of the services.

I. DEFINITIONS Member: Any business entity, or any person or organisation operating as a sole proprietor or in a business partnership form, as well as any natural person who is about to establish a sole proprietorship or company and who acts for business purposes related to their independent profession and economic activity, for the membership period covered by the membership fee, who has paid the annual membership fee to BNI and has undertaken to pay the annual membership fee in monthly instalments, and whose membership relationship has not been terminated.

Personal Contributor: A natural person permanently designated by the Member (a business entity or a person/organisation operating as a sole proprietor or in a business partnership form) who is registered in the BNI system and acts in person on behalf of the Member business entity.

Membership Fee: A flat-rate fee payable by the Member to BNI on a regular basis, under the terms set out in these GTC, in consideration for access to the know-how provided by BNI and other related services. The Membership Fee is an annual fee, which the Member must pay either in a single lump sum or, at the Member’s option, in monthly instalments.

Membership Relationship: The totality of the Member’s rights and obligations relating to the use, to the extent specified in these GTC, of the know-how provided by BNI and other related services, for the period covered by the Membership Fee.

II. ESTABLISHMENT OF THE MEMBERSHIP RELATIONSHIP The Member’s membership relationship shall be established—depending on the date indicated on the application form—provided that the membership fee is paid by the due date, at the time specified below. If the date on the application form falls between the 1st and the 15th day of the given calendar month, the start date of the membership relationship shall be the 1st day of that calendar month. If the date on the application form falls between the 16th day and the last day of the given calendar month, the membership relationship shall take effect from the 1st day of the calendar month following that month.

If the membership fee is not paid by the due date, the membership relationship shall be established only from the 1st day of the calendar month following the fulfilment of the payment obligation, unless BNI, at its sole discretion, applies a different legal consequence for the default.

The membership relationship is automatically renewed.

BNI’s performance in accordance with the contract—including providing access to the know-how and delivering other related services—shall occur automatically upon the establishment of the membership relationship, without any further legal act or additional performance. By submitting the application, the Member acknowledges and accepts that BNI makes the know-how and other related services available to the Member in forming groups as well at the time the membership arises. Therefore, in the event of termination of the membership relationship for any reason—including the termination of a forming group—the former Member shall not be entitled to any partial or full refund of the membership fee. These provisions apply, on the basis of the above, to both members/former members of forming groups and members/former members of established groups, taking into account that—outside the BNI Connect system—they are granted access to BNI’s know-how tools. They also remain applicable if, for any reason, the establishment of forming groups is delayed, or if such groups are not established for any reason. Forming groups become established once they reach 17 (seventeen) members; at that time, they also receive access to the BNI Connect system.

III. PAYMENT OF THE MEMBERSHIP FEE 1. The Member and the membership applicant shall pay the membership fee immediately after submitting the application form to BNI, using BNI’s payment link (by bank card). Payment of the membership fee—and any other fee—shall be deemed completed when the given amount has been credited to BNI’s bank account.

2. Membership Fee: A flat-rate fee payable by the Member to BNI on a regular basis, under the terms set out in these GTC, in consideration for access to the know-how provided by BNI and other related services. The Membership Fee is an annual fee, which the Member must pay either in a single lump sum or, at the Member’s option, in monthly instalments.

3. BNI reserves the right to change the membership fee, also in view of possible changes in the marketing services, know-how, and system features. BNI will notify Members in advance of any revised membership fees. BNI’s fees increase annually by at least the rate of the consumer price index (CPI) published by the Hungarian Central Statistical Office (KSH).

4. If payment is made by bank card during registration, the Member must provide valid bank card details. The Member declares that the provided bank card details are accurate and that the Member is lawfully entitled to use the bank card provided.

5. If the Member paid the membership fee by bank card and also authorized recurring membership fee charges, the membership fee will be charged automatically from the Member’s bank card via the SimplePay payment system, operated by OTP Mobil Kft. SimplePay’s General Terms and Conditions and Privacy Policy are continuously available at https://www.simplepay.hu , which the Members have reviewed and accepted. Members accept that invoicing is carried out electronically. The SimplePay system allows the Member to terminate instalment payments at any time; however, if the Member terminates instalment payments for any reason using the paying bank card, the Member is obliged to provide an alternative payment method to settle the membership fees on a monthly basis. If the Member fails to do so within 15 (fifteen) days after terminating SimplePay, BNI may require payment of the membership fee in a single lump sum.

6. Payment of the membership fee to BNI is a fundamental prerequisite for the establishment of the membership relationship—i.e., for the creation of the rights and obligations arising from the membership relationship—and it also constitutes, for the period covered by the membership fee, the implied ordering (by conduct), without any further declaration, of the use of BNI’s know-how and other related services.

7. BNI shall issue a duly prepared invoice for the membership fee paid and deliver it to the Member within 8 (eight) days from the date of payment.

8. The membership fee is the consideration for the establishment of the membership relationship, the provision of the know-how, and the use of other related services under the terms set out in these GTC; further rules regarding the use of the fee are set out in the Rules of Operation.

9. In view of the continuous know-how service, in the case of established groups the period prior to establishment shall be included in the period covered by the annual membership fee. Therefore, in the first year after establishment, members of established groups must also pay the difference between the membership fee paid at the start and the annual membership fee applicable after the group’s establishment. Since the Membership Fee is an annual fee, those Members who decide during the given annual period that they do not wish to continue their membership are still obliged to complete the 12 monthly instalment payments.

10. The Member consents to BNI issuing all invoices in electronic format, and transmitting and storing them electronically.

11. Claims management:

Our receivables are managed by:
Nemzetközi Követeléskezelő Kft.
Company reg. no.: 08-09-030556
Tax no.: 26593951-2-08
Registered office: 9161 Győrsövényház, Ady Endre utca 7
Represented by: Gyula Gábor Farkas

If you fail to fulfil your payment obligation to the relevant Data Controller by the due date, that Data Controller will process the following personal data in connection with enforcing any claim it may have against you: name; address; phone number; email address; date of birth; data relating to the order in question and its performance; and the invoice number. In such cases, the legal basis for processing is Article 6(1)(b) of the GDPR (“performance of a contract”), given that a contract has been concluded between you and the relevant Data Controller, and you may have obligations in connection with its performance. The data under this section will be processed until the claim is settled or until it becomes time-barred. Access to the data under this section may be granted to the Data Controller’s employees, legal persons providing IT back-end services to the Data Controller, and legal persons providing debt collection services to the Data Controller.

IV. USE OF THE SERVICES 1. During the period covered by the membership fee, the Member is entitled to use the know-how made available by BNI and to use the related services only within the BNI group/forming group in which the Member participates, within the territory of the given BNI region. The Member is not entitled, in any other way, to use or exploit the know-how made available by BNI and the related services for any other purpose. In the event of a breach of this obligation, the breaching party shall pay BNI a contractual penalty for each breach in an amount equal to thirty (30) times the then-current membership fee, immediately, but no later than within 8 (eight) days after receipt of the notice, by unconditional payment (without set-off). An exception to this provision is the use of the **BNI PROUD MEMBER** logo by Members, and the use of BNI’s official logo by BNI Groups with BNI’s prior written consent.

2. BNI is entitled to engage subcontractors and other contributors. In order to ensure that all BNI Group meetings can prudently comply with the applicable laws and regulations in force at any given time (including health regulations, tax rules, etc.) and with the quality assurance requirements set by BNI, from 1 April 2021 onward, in connection with the organization of BNI Group meetings, only BNI’s official event organizer partner in force at the given time (hereinafter: the “Event Organizer”) may provide services relating to the venue, fee collection, and catering. The Event Organizer must issue an invoice for the services (organizing fee, venue, catering, etc.), and members and guests may participate in the Group meeting only after the invoice has been paid. As a result of these provisions, the Event Organizer assumes responsibility for full compliance with the applicable laws and regulations and the quality assurance requirements set by BNI.

3. If, as a result of war, rebellion, terrorism, a strike or other action not qualifying as a strike, an import or export embargo, accident, fire, blockade, flood, natural disaster, severe storm, a serious disruption of energy supply, a serious disruption/obstruction of transport, an official measure, or any other unforeseeable and unavoidable obstacle beyond the control of the Member or BNI, either party is unable to fulfil any of its contractual obligations, that party shall not be liable for any loss or damage arising as a consequence of such events. This force majeure provision shall apply accordingly to BNI’s events, programs, and services.

4. When completing the application form, the Member must designate a Personal Contributor. The Personal Contributor must undertake to comply with all BNI policies and rules. Only the Personal Contributor is entitled to make any declarations on behalf of the Member. The Member may revoke its Personal Contributor and designate a new Personal Contributor; however, this may not prejudice the Member’s obligations set out in the document titled Rules of Operation and in other annexes to these GTC.

5. Substitutes, guests

At BNI group meetings, a given guest (or a substitute who qualifies as a guest) may attend a maximum of two times within any consecutive six-month period. If the guest (or substitute qualifying as a guest) wishes to attend business meetings more than these two occasions within a consecutive six-month period and also present their own business, they may do so only by purchasing a sponsorship ticket, the fee for which is HUF 50,000 + VAT per occasion.

V. TERMINATION OF THE MEMBERSHIP RELATIONSHIP 1. The membership relationship terminates:

– by lawful extraordinary termination with proper justification;

– if the obligation to pay the membership fee is overdue by 3 (three) calendar days, unless BNI, at its sole discretion, applies a different legal consequence for the default;

– in accordance with sections A6 and M6 of the document titled Rules of Operation.

2. Upon termination of the membership relationship, all offices/positions and any modified membership relationship shall terminate simultaneously. Pursuant to section II.4, in the event of termination of the membership relationship on any legal ground, the Member or former Member shall not be entitled to any refund of the membership fee, either in part or in full. These provisions apply to members/former members of both forming groups and established groups, and they also remain applicable if, for any reason, the establishment of forming groups is delayed, or if such groups are not established for any reason.

VI. CONFIDENTIALITY 1. The Member undertakes a full confidentiality obligation with respect to business secrets learned during the membership.

2. The Member may disclose business secrets to third parties only with BNI’s prior written consent.

3. A business secret is any fact, information, other data, or compilation derived from them related to economic activity that is not generally known or is not easily accessible to persons engaged in the relevant economic activity, the unauthorized acquisition, use, disclosure to others, or publication of which would harm or jeopardize the legitimate financial, economic, or market interests of the entitled party, provided that the party lawfully controlling the secret is not at fault in connection with maintaining its confidentiality.

4. The confidentiality obligation undertaken in this section does not apply to information that is publicly known, or that the relevant Members are required by law to disclose to the competent authority, provided that they first consult with BNI regarding the scope of the information concerned and the reason for its disclosure.

5. The Member and the Personal Contributor shall, without any time limitation, take all measures reasonably expected in order to keep confidential all business secrets learned by them—especially the business secrets of other Members—as well as the confidentiality of the elements of BNI’s marketing services and the know-how, and other system features and knowledge materials, and to prevent any copying thereof by any third party.

VII. INTELLECTUAL PROPERTY 1. Trademarks, logos, and other information and materials appearing on BNI websites, in online and offline media, and at BNI events are the exclusive property of BNI, its contributors, and/or its contractual partners. Without the express prior written approval of BNI, its contributors, and/or its contractual partners, Members, BNI Groups, and third parties may not use, copy, distribute, or publish these designations in any manner.

2. BNI acquires a free, unlimited, and exclusive right to use any comments, observations, suggestions, and ideas communicated by Members to BNI, its contributors, and its contractual partners in connection with BNI’s services and/or during BNI events. BNI becomes the exclusive owner of all rights related to such feedback and may use it without restriction in any manner; such use may not be made subject to the payment of any separate consideration.

3. BNI is entitled, without limitation, to exploit, use, reproduce, publish, adapt, disclose, communicate to the public, and distribute Members’ feedback, without being required to provide any compensation to the Members for this in any form.

VIII. NON-COMPETE 1. The Member and the Personal Contributor representing the Member undertake that, during the membership and for a further 2 (two) years after termination of the membership, they will not be a member of any organization that meets regularly for the purpose of exchanging referrals and that thereby appears, or may appear, directly or indirectly as a competitor to BNI. For BNI, competitive activity includes, in particular, the following activities:

establishing a competing organization, joining such an organization, or entering into a relationship for the performance of work (e.g., employment/contracting)

with such an organization;

b) disclosing BNI’s methods and documents to the public or copying them; or

c) inviting any member belonging to the BNI organization to join another competing organization.

2. The Member undertakes that, during the membership and for a further 2 (two) years after termination of the membership,

a) they will not, directly or indirectly, take part in the activities of any group, chapter, or other similar organization that breaks away, or intends to break away, from BNI, and they will not engage in any activity that could support such a breakaway; and furthermore

b) whether individually or as part of a group, they will not approach or solicit any member (group, organization) belonging to the BNI organization to terminate their membership or to join another competing organization.

3. The Member undertakes that, for 2 (two) years following termination of the membership, they will not otherwise engage in any conduct that would harm BNI’s legitimate economic interests.

IX. PROCESSING OF PERSONAL DATA 1. The privacy notice relating to the use of the services forms Annex No. 2 to these GTC.

2. The Member declares that the data provided to BNI are true and accurate. The Member undertakes to inform BNI of any changes to their data without delay, but no later than within 8 (eight) days, to the official address stated at the beginning of these GTC and by email. BNI excludes liability for any damage arising from the provision of incorrect or non-functioning data or an email address; however, BNI may claim compensation for any damage it incurs in connection therewith.

3. BNI shall not be liable for any use of personal data that differs from what is set out in these GTC if such use or any resulting damage arises from the intentional or negligent conduct of a third party or a Member, or if BNI acted in accordance with the provisions of these GTC.

X. LIABILITY / DAMAGES 1. BNI assumes no responsibility for the products and services provided by other BNI members and contractual partners, nor for the products and services of partners connected in any way with referrals given by them. The Member may use or procure the services and products provided by all such parties solely at their own risk. BNI assumes no responsibility for any damage incurred or suffered in connection with the use of, or reliance on, the services and products provided by other BNI members, contractual partners, or partners connected with referrals given by them.

2. The Member, and its Personal Contributor—jointly and severally with the Member—shall be fully liable, both under civil and criminal law, for any damage caused by them during or in connection with BNI events, vis-à-vis BNI, its contributors and contractual partners, other Members, and third parties.

3. The Member undertakes to ensure that its Personal Contributor also complies with the provisions of these GTC, and assumes full, joint and several liability for any breach of any provision.

4. BNI excludes liability for any damage caused to any of BNI’s contributors, contractual partners, or Members, or to any third party, by the unlawful act or omission of a Member or any third party.

5. BNI generally excludes any liability for damages, except for damages caused intentionally and for liability for harm to human life, physical integrity, or health.

XI. FINAL PROVISIONS 1. The Member’s other rights and obligations are set out in the document titled Rules of Operation. Wherever the Rules of Operation refer to a “Member,” this shall also be understood to include the Personal Contributor with the same meaning.

2. BNI reserves the right to unilaterally amend these GTC and their annex, the document titled Rules of Operation, also in view of possible changes in the marketing services, know-how, and system features. The Member acknowledges that BNI is entitled to unilaterally amend these GTC. In the event of an amendment, changes will be indicated in italics and underlining and deletions will be indicated with strikethrough, compared to the most recent consolidated version of the GTC. The amendments shall enter into force with immediate effect upon publication on the website operated by BNI.

3. BNI publishes these provisions in advance on the website [www.bni-hungary.com](http://www.bni-hungary.com). By using the services provided by BNI, the Member accepts, by conduct, the provisions of these GTC and any amendments thereto. By commencing use of the services, the Member declares that they have reviewed these GTC and accept them as binding.

4. BNI is a business entity registered and headquartered in Hungary. These GTC are governed by and shall be construed in accordance with Hungarian law, regardless of any conflict-of-law rules.

5. Any reference to these GTC shall mean a reference to the GTC and their annexes; references to chapters and any annexes shall mean the chapters and any annexes of the GTC. Chapter headings are included for ease of reference only and shall not serve as a basis for interpretation.

6. If any provision of these GTC, or any part of a provision, is invalid, this shall not affect the remaining provisions of these GTC or the remaining parts of the affected provision, which shall remain fully valid and effective.

7. BNI and the Member shall primarily settle any disputes arising in connection with these GTC and/or the services provided by BNI amicably, out of court, and may resort to litigation only if such settlement efforts are unsuccessful. BNI and the Member agree that, in the event of legal disputes arising in connection with these GTC and/or the services provided by BNI, they submit to the exclusive jurisdiction of the Buda Central District Court.

Annexes, available here: [https://bni-hungary.com/hu-HU/Informaciok]

– Annex No. 1: Rules of Operation

– Annex No. 2: Privacy Notice