General terms and conditions

1.1 These General Terms and Conditions (GTC) govern the contractual relationship between membilla GmbH, with registered office in Switzerland (hereinafter "membilla GmbH" or "we"), and the users of the platform accessible at membilla.com and app.membilla.com (hereinafter "User" or "you").

1.2 These GTC apply to all services provided by membilla GmbH, including the use of the platform for managing subscriptions and the use of the plugin for reading and evaluating subscription data.

1.3 By registering and using our services, you accept these GTC in their entirety. Deviating terms and conditions of the User shall not apply unless membilla GmbH has expressly agreed to them in text form.

1.4 membilla GmbH reserves the right to exclude individual users from the use of the platform or to make the use dependent on additional conditions.

2. Service

2.1 membilla GmbH operates a platform that enables users to manage their subscriptions of all types. The platform provides an overview of active subscriptions, associated costs, and other relevant information.

2.2 membilla GmbH offers a plugin that reads and evaluates the User's subscription data with the help of artificial intelligence. For this purpose membilla GmbH uses Mistral AI, an AI provider established in the European Union (France), which processes the data as membilla GmbH's processor within the EU/EEA. The data is then sent to the backend and stored in the User's personal account.

2.3 The services are currently offered free of charge. membilla GmbH reserves the right to introduce fees for certain services in the future. Users will be informed of such changes in advance in accordance with Section 12 of these GTC.

2.4 membilla GmbH is entitled to further develop, modify, or discontinue its services at any time. There is no entitlement to the maintenance of specific functionalities unless otherwise contractually agreed.

2.5 membilla GmbH does not guarantee uninterrupted availability of the platform. Maintenance work, technical disruptions, or force majeure may lead to temporary restrictions or unavailability.

2.6 In addition to the plugin, membilla GmbH offers a function that allows the User to upload or otherwise make available documents and images (for example invoices, billing confirmations, emails or screenshots), from which subscription-relevant information is automatically extracted using the AI provider referred to in Section 2.2. The User is solely responsible for the content they upload and warrants that they are entitled to make such content available and that it does not infringe the rights of third parties (see also Sections 4.5 and 12.5).

2.7 membilla GmbH provides functions for analysing the User's subscriptions, including the calculation of current subscription costs, forecasts of expected future costs, and the categorisation of subscriptions. These analyses and forecasts are provided for information purposes only, are based on the data available to membilla GmbH, and do not constitute financial, tax or legal advice. membilla GmbH does not warrant that they are accurate, complete or up to date, and the User remains responsible for their own subscription decisions.

2.8 The User may choose whether subscription costs and analyses are displayed inclusive or exclusive of applicable taxes. This is a display setting relating to the costs of the User's own third-party subscriptions and has no bearing on any fees that may be charged by membilla GmbH under Section 9.

2.9 Links to third party websites are to the responsibility of membilla GmbH but solely of the third party.

3. Registration and User Account

3.1 Use of the platform requires registration and the creation of a user account. During registration, complete and accurate information must be provided.

3.2 The User is obliged to keep the access data (username and password) confidential and to protect them from access by third parties. The User is responsible for all activities carried out under their account.

3.3 If the User becomes aware of unauthorized use of their account, they must inform membilla GmbH immediately.

3.4 Each User may only create one account. The creation of multiple accounts by the same person is not permitted unless expressly authorized by membilla GmbH.

3.5 membilla GmbH reserves the right to reject registrations without giving reasons or to delete accounts if there is a suspicion of a violation of these GTC or applicable law.

3.6 membilla GmbH can contact the User via the email provided during the registration.

3.7 The User must be at least 16 years of age to register and use the platform. By registering, the User confirms that they meet this age requirement.

4. Rights and Obligations of the User

4.1 The User undertakes to use the platform only in accordance with these GTC and applicable law.

4.2 The User is prohibited from:

• Using the platform for illegal purposes

• Uploading or distributing malicious software, viruses, or other harmful code

• Attempting to gain unauthorized access to the platform or other users' accounts

• Manipulating or circumventing security mechanisms

• Collecting or processing other users' data without authorization

• Using automated systems (bots, scrapers) without prior written consent from membilla GmbH

4.3 The User is responsible for the accuracy and completeness of the data they provide. membilla GmbH assumes no liability for incorrect or incomplete information provided by the User.

4.4 The User grants membilla GmbH the right to process and store the subscription data provided by the User for the purpose of providing the services.

4.5 The User is obliged not to use the service provided in an illegal manner. In particular, no content may be uploaded that violates laws, official prohibitions or the rights of third parties. The User is obliged to indemnify membilla GmbH from claims of third parties that are based on the data stored by the User and to reimburse membilla GmbH for all costs that it incurs due to possible legal violations.

4.6 The User is obliged to keep his access data safe, to protect it from access by unauthorised third parties and to change it if unauthorised access by third parties is suspected.

4.7 Any misuse of the platform, in particular through automated mass use, deliberate overloading the infrastructure or unauthorised copying of the software functions, is prohibited.

5. Rights and Obligations of membilla GmbH

5.1 membilla GmbH endeavors to ensure the availability and functionality of the platform but does not guarantee uninterrupted or error-free operation.

5.2 membilla GmbH is entitled to temporarily or permanently block the User's access if there is reasonable suspicion of a violation of these GTC or if this is necessary for technical or legal reasons.

5.3 membilla GmbH reserves the right to delete accounts that have been inactive for more than 24 consecutive months after providing 30 days' prior notice to the User via email. An account is considered inactive if the User has not logged in during this period.

5.4 membilla GmbH may engage third-party service providers to support platform operations (e.g., hosting, analytics, email delivery). All third-party providers are selected based on their compliance with applicable data protection standards and are bound by appropriate data processing agreements. A list of key third-party providers is available in our privacy policy.

5.5 membilla GmbH processes the User's data in accordance with applicable data protection regulations and its privacy policy.

6. Use of the Plugin

6.1 membilla GmbH offers a plugin that enables reading and extracting of the User's subscription data. The plugin only reads and extracts subscription data when the user takes action by clicking on the designated button. Among others name information of the provider and the subscription, dates like renewal date, payment date and cancellation date, price, discounts and website of the subscription provider. Other information such as passwords and payment details (eg. creditcardnumber) are not read and/or extracted.

6.2 By installing and using the plugin, the User grants membilla GmbH access to the relevant subscription data. The data is processed exclusively for the purpose of providing the services and is stored in the User's account.

6.3 The User can uninstall the plugin at any time. Already collected data remains stored in the account until the User deletes it or terminates their account.

6.4 membilla GmbH is not responsible for the accuracy or completeness of the data collected by the plugin. The quality of the data depends on the sources and formats provided by third-party subscription providers. Subscription data read by the plugin and information extracted from documents or images uploaded by the User (Section 2.6) are processed with the help of the AI provider named in Section 2.2 (Mistral AI, EU), acting as membilla GmbH's processor within the EU/EEA.

6.5 The User acknowledges that the use of the plugin may require access rights to third-party services and that membilla GmbH is not responsible for restrictions or changes by these third parties.

6.6 The plugin implements industry-standard security measures including encryption of data in transit and secure authentication protocols. However, the User acknowledges that no software is completely secure, and membilla GmbH cannot guarantee absolute security against all potential threats.

7. Notification

7.1 membilla GmbH can send the user notifications to the email used at registration if deemed necessary.

7.2 The User can enable notification services relating to subscriptions. These may include, in particular, notifications about price changes of subscriptions the User tracks, subscription overviews and cost summaries, reminders of upcoming renewal dates and of cancellation deadlines, as well as other service-related notifications. Notifications are sent via the means of communication offered by membilla GmbH and selected by the User (for example the email address used at registration).

7.3 The User may also set personalised notifications for future events (for example a reminder ahead of a specific renewal or cancellation date). The User is responsible for configuring these notifications correctly.

7.4 Notifications, reminders and forecasts are provided as a convenience only. They depend on the accuracy and timeliness of the underlying data, which may originate from third-party subscription providers. membilla GmbH does not warrant that notifications are complete, accurate or delivered on time, and the User remains solely responsible for meeting their own payment and cancellation deadlines and for managing their subscriptions. Reliance solely on the notification function is at the User's own risk.

8. Data Protection and Data Processing

8.1 The protection of the User's personal data is of great importance to membilla GmbH. Data processing is carried out in accordance with the applicable data protection regulations, in particular the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

8.2 Details regarding the collection, processing, and use of personal data can be found in the privacy policy of membilla GmbH, which is available on the website.

8.3 By using the platform, the User acknowledges and agrees to the processing of their data in accordance with the privacy policy and applicable data protection laws.

8.4 membilla GmbH implements appropriate technical and organizational measures to protect the User's data from unauthorized access, loss, or misuse.

8.5 The User has the right to access, correct, delete, and transfer their data in accordance with applicable data protection law. Requests should be sent to the contact address provided in the privacy policy.

9. Fees and Payment Terms

9.1 The use of the platform is currently free of charge for private customers.

9.2 membilla GmbH reserves the right to introduce fees for certain services in the future. Users will be informed of this at least 30 days in advance.

9.3 If fee-based services are introduced, the specific payment terms, payment methods, and due dates will be communicated to the User. The User has the right not to accept the fee-based services and to continue using the free services if still offered or to terminate their account. membilla GmbH will not charge the User any fee without the User's prior active acceptance of the fee-based service; continued use of the free services if still offered will never by itself give rise to a payment obligation.

9.4 All prices include statutory value-added tax (VAT) unless otherwise stated.

9.5 In the event of default in payment, membilla GmbH is entitled to block access to fee-based services until full payment has been made. Statutory default interest may be charged.

10. Contract Duration and Termination

10.1 The contract between the User and membilla GmbH is concluded for an indefinite period upon registration.

10.2 The User may terminate the contract at any time and without notice. membilla GmbH may terminate the contract in accordance with Section 10.4.

10.3 Termination by the User is effected by deleting the account through the account settings on the platform or by written notification to membilla GmbH.

10.4 membilla GmbH may terminate the contract with 30 days' notice or without notice for good cause. Good cause exists in particular if the User violates these GTC or applicable law.

10.5 Upon termination of the contract, the User's account and all associated data will be permanently deleted within 30 days, unless there are statutory retention obligations. The User will receive confirmation of data deletion via email.

10.6 The User is advised to back up their data before termination, as membilla GmbH is not obliged to provide data after account deletion.

11. Liability and Warranty

11.1 membilla GmbH is liable without limitation for damages resulting from intent or gross negligence, as well as for damages resulting from injury to life, body, or health.

11.2 In the case of slight negligence, membilla GmbH is liable only for the breach of essential contractual obligations, i.e. obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the User may regularly rely. In such cases, liability is limited to the typical, foreseeable damage. To the extent legally permissible under Art. 100 and 101 of the Swiss Code of Obligations, any further liability for slight negligence is excluded.

11.3 membilla GmbH assumes no liability for damages arising from force majeure, disruptions caused by third parties, or the User's own fault.

11.4 membilla GmbH does not guarantee the accuracy, completeness, or timeliness of the information and data provided on the platform. The User uses the platform and the information provided at their own risk.

11.5 membilla GmbH is not liable for damages resulting from the use or non-availability of the platform, data loss, or technical disruptions, unless membilla is responsible for such damages through intent or gross negligence.

11.6 Liability for indirect damages, consequential damages, lost profits, or third-party claims is excluded unless caused by intent or gross negligence on the part of membilla GmbH.

11.7 Claims for damages become time-barred in accordance with the applicable statutory limitation periods under Swiss law.

11.8 The limitations of liability also apply to the personal liability of employees, representatives, and vicarious agents of membilla GmbH.

11.9 Force majeure includes, but is not limited to: acts of God, natural disasters, war, terrorism, epidemics, pandemics, government actions or restrictions, power failures, internet or telecommunications failures, strikes, and any other events beyond membilla GmbH's reasonable control.

12. Intellectual Property Rights

12.1 All content on the platform, including but not limited to texts, graphics, logos, images, software, and databases, is protected by copyright and other intellectual property rights and is the property of membilla GmbH or its licensors.

12.2 The User is granted a non-exclusive, non-transferable, and revocable right to use the platform for personal, non-commercial purposes within the scope of these GTC.

12.3 Any reproduction, distribution, public reproduction, modification, or other use of the content requires the prior written consent of membilla GmbH.

12.4 The User retains all rights to the content and data they provide on the platform. By providing such content, the User grants membilla GmbH a non-exclusive, worldwide, royalty-free right to use this content for the purpose of providing and improving the services.

12.5 The User warrants that they have all necessary rights to the content they provide and that such content does not infringe the rights of third parties.

13. Changes to the GTC

13.1 membilla GmbH reserves the right to amend these GTC at any time.

13.2 Users will be informed of changes to the GTC by email or notification on the platform at least 30 days before the changes take effect.

13.3 If the User does not object to the changes within 30 days of notification, the amended GTC shall be deemed accepted. In the event of an objection, membilla GmbH is entitled to terminate the contractual relationship. The deemed-acceptance rule in this Section does not apply to the introduction of fees or price increases for the User; such changes require the User's prior active acceptance in accordance with Section 9.3.

13.4 membilla GmbH will expressly draw the User's attention to the significance of the deadline, the right to object, and the legal consequences of inaction in the notification.

14. Final Provisions

14.1 These GTC and the entire contractual relationship between membilla GmbH and the User are governed exclusively by Swiss substantive law, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is the registered office of membilla GmbH in Switzerland, insofar as this is legally permissible. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected. In particular, where the User is a consumer, any non-waivable statutory place of jurisdiction at the User's domicile (including under the Swiss Civil Procedure Code and, for international matters, the Lugano Convention) remains reserved.

14.3 Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid provision.

14.4 Amendments and supplements to these GTC must be made in text form to be effective; this also applies to any waiver of this text-form requirement. The parties agree that communication in text form, including by email, is sufficient. This does not affect the amendment procedure set out in Section 13.

14.5 These GTC are drafted in English. In the event of discrepancies between different language versions, the English version shall prevail.

14.6 These GTC, together with the Privacy Policy, constitute the entire agreement between the User and membilla GmbH regarding use of the platform and supersede all prior agreements, understandings, and representations, whether oral or written.

Contact Information

If you have any questions about these General Terms and Conditions, please contact us at:

membilla GmbH

Allmendtrasse 98, 8048 Zurich

Switzerland

Email: hello@membilla.com

UID: CHE-493.625.862