Toppi Terms and Conditions 2025

Terms of service

1. General

These terms of service (the ‘Terms’) govern your and your company’s users (hereinafter ‘You’ or the ‘Company’) use of Services and Products (as defined in Section 2 below) provided on a software as a service and/or managed services basis licensed by Toppi (hereinafter ‘Toppi’), as described in the applicable Order. You and Toppi are hereinafter referred to as the ‘Parties’ and separately as a ‘Party’. The purpose of the collaboration is to help customers with managing their Google Business Profile, other Business Listings, Online marketing and thereto related business information. When used in these Terms, ‘Business Listings’ means listings on business platforms or social media profiles, search engines etc.

Please read these Terms as they are legally binding between You and Toppi. By using our Toppi.io application or registering an account on Toppi, You accept these Terms as a binding contract between Toppi and the Company (the ‘Agreement’).

Toppi reserves the right to modify these Terms, at any time, by issuing a public notification in the Product or notifying You by email at least thirty (30) calendar days prior to the effective date of such change. Your continued access or use of the Service or Product shall be deemed as your acceptance of these changes. If you disagree with changes to these Terms, your sole and exclusive remedy is to terminate the Agreement by:

1. a written notice given at latest fourteen (14) calendar days before the change in the Terms takes effect or
2. by deleting your user account.

Your continued use of the Service or Product after the effective date of any change to the Terms will be deemed to be Your acceptance of the modified Terms.

2. Toppi’s products and services

In these Terms ‘Company Data’ means all business data and other information or content that is created or made available by or on behalf of the Company or its Users in connection with the use of the Products and Services. Company and/or its licensors retain ownership of all rights to the Company’s Content except as may otherwise be indicated in the Order. Toppi has a right to use the Company Data received either from the Company or a third-party for the development and improvement of its Products or Services from time to time and the Company agrees not to restrict such right in any way.

Toppi offers various products (each, a “Product”) and services (“Services”) that may be purchased as subscriptions or as one-off projects. Toppi reserves the right to make any changes to the Products and Services that it deems necessary or useful to maintain or improve the quality of its Services and Products, optimize cost efficiency of its Products or Services, or to comply with applicable law. Each Order will document the following terms:

1. the Product(s) and/or Service(s) for which Toppi is providing the Company subscriptions;
2. the start date and end date of each subscription;
3. the fees and payment terms for each subscription; and
4. other terms applicable to the subscriptions (for example: number of purchased subscriptions, usage restrictions applicable to a particular subscription, etc.).

Any Order signed by both Parties will become a part of this Agreement and are incorporated herein by reference.

The Company is responsible for providing Toppi with the original content (e.g. photos, videos, creative, copy text from website or social media accounts) and business data. To clarify, Toppi is not responsible for producing any kind of content. Toppi will use the Company’s original content for updates in Google Business Profile, other Business Listings, and Online marketing. If the Company is unable to provide Toppi with original content, Toppi cannot be held liable for not delivering the Product or Service to its full extent.

Toppi’s offering is separated into Services and Products. Toppi’s Service offering includes: Managed Solutions and Digital Ads. Managed Solutions entails complete management of the Company’s Google Business Profile or other Business Listings on a weekly basis by a service delivery team. Toppi’s Product includes Self-Service Platform (SaaS) where the Company can manage its Business Listings independently. Extending the Service offering (e.g. adding additional listings) requires a separate agreement with Toppi.

3. Product and Service Description

3.1 Google Business Profiles’ Clean-up

• Profile setup process for agreed-upon locations on Google Business Profile or on other Business Listing including registering and/or reclaiming the locations on Google Business Profile and Google Maps
• Gathering and inputting all business data into each profile
• Adding NAP data and opening hours
• Fixing and removing any false information on Google Business Profile or other Business Listing and Google Maps.
• Preparing and uploading official photos (premises, products, logo, cover, etc.)
• Managing the Google verification process
• Get duplicate locations removed

3.2 Managed Service of Google Business Profile or Other Business 

Listings On-going management

Active management of your locations, monitored by humans and kept on brand.

Review and filter users suggested edits.

Report spam.

Response to questions and reviews based on agreed FAQ.

Escalation of serious customer complaints.

Toppi provides the Managed Service 09:00 to 17:00 CET

Posting & updates

Posting updates and offers across all locations to boost ranking and engagement.

Adding services and products

Ongoing Photo/Video Upload

Answering “Know This Place?” Questions

Enablement of new GBP features from Google.

Reports and insights

Access to Toppi.io analytics platform, which includes key metrics provided by Google Business Profile or other Business Listings

Get insights on what your business is known for and how to improve

Understand how many actions the Google Business Profile or other Business Listing is driving (calls, directions and website visits)

For the above listed Managed Service modules, Toppi service will be conducted between 09:00 and 17:00 CET.

3.3 Toppi.io Platform

Listing Management

Management of Google Business Profile or other Business Listings through Toppi.io -platform.

Other Business Listings include; Apple Maps, Foursquare, Meta platforms, Waze, Bing and other maps

Customer service & Support

Toppi strives to provide customers with a Customer Success Manager to help customers use the platform and optimize profiles

Toppi customer support is available on-demand through the platform during 9-17 Eastern European Time (EET)

Reports & Insights

Toppi.io analytics platform, which includes key metrics provided by Google Business Profile or other Business Listings

Other Business Listings include; Apple Maps, Foursquare, Meta platforms, Waze, Bing and other maps.

4. Grant of License

Toppi grants to the Company a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, worldwide right and license to access and use the Products and/or Services solely for Your internal business operations, subject to the provisions of these Terms. The Products and Service are licensed, not sold.

The Company acknowledges that Toppi owns all rights, title and interest to the Products and Services that are protected by intellectual property rights. Other than the express rights granted in these Terms, the Company shall not obtain or claim any intellectual property right in the Products or Services.

You may allow your Users to use the Products or Service for this purpose and You are responsible for Your Users’ compliance with these Terms. In these Terms, ‘Users’ means the permitted end users of the Company for whom a personal user account has been created for the use of the Products or Services subject to these Terms.

5. Third Party Components and Sites

The Company may purchase third-party components to be bundled with the Products or Services provided to the Company. These additional components are licensed by third parties under their respective license terms or via the components in question (‘Third-Party Components’). Available Third-Party Components and other links to third-party websites or services are provided only as a convenience for the Company and are not endorsed by, or the responsibility of, Toppi. The Company bears all risk in connection with access and use of linked sites and the purchase and use of the Third-Party Components. The Company acknowledges that the Third-Party Components offered may change during the term of the Agreement and that Toppi shall have no liability with regard to the Company’s selection, purchase or use of the Third-Party Components. Toppi also has no obligation to provide a specific Third-Party Component for the full duration of the overall Agreement.

Your use of the Third-Party Components is subject to each component’s own license terms and Toppi accepts no liability whatsoever for any Third-Party Components used in connection with the Products or Services. Toppi’s sole responsibility with respect to the Company’s claims regarding defects and disruptions in the Third-Party Components shall be limited to passing on the Company’s claim to the third party having licensed the said Third Party Component.

6. Use of Services and Products

The Company shall ensure that the Company and Users use the Services and Products in accordance with these Terms. The Company accepts responsibility for each of its Users and shall be liable for each of its User’s conduct as its own. The Company and Users will not, except as may be allowed by applicable mandatory law:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit, or distribute all or any portion of the Product or Service in any form or media or by any means (save that the Company shall be entitled to download or display parts of the Product or Service to the extent this is necessary for the Product’s or Service’s normal operation); or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Product’s or Service’s source code or other source materials or any part thereof; or
4. access all or any part of the Product or Service in order to build a product or service which competes with the Product or Service.With respect to Users, the Company undertakes that:
5. the Company is solely responsible for ensuring that the Company and its Users comply with application laws and regulations;
6. it will not allow any User credentials to be used by any person other than the respective User to whom the User credentials have been assigned;
7. each User will keep a secure password for his or her use of the Product or Service and that each User will keep his or her credentials confidential; and
8. each User will comply with all terms and conditions governing the use of the Product and Service.

If the Company becomes aware of any unauthorized access to, or any other use of the Products or Services in breach of these Terms, the Company will promptly notify Toppi upon becoming aware of any such breach. The Company will, at Toppi’s request and in accordance with Toppi’s instructions, including but not limited to changing the credentials (i.e., usernames and passwords) of such Users as may be necessary or expedient in order to ensure the continued security of the Products and Services. Toppi may also provide new credentials for the Users which credentials shall thereafter be used when accessing the Products or Services.

Toppi may, without liability to the Company or Users, and without prejudice to any other rights and remedies available to Toppi, disable the Company’s or Users’ access to the Products or Services in the event the Company or a User fails to use the Products or Services in compliance with these Terms or in a way that Toppi, in its sole discretion, decides may adversely impact the Products or Services.

Toppi is entitled to audit Your use of the Products or Services. You agree to cooperate with Toppi’s auditors and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within thirty (30) days of written notification any fees applicable to Your use of the Products or Services in excess of Your rights. If You do not pay, Toppi can end Your and the Users’ access to the Products and Services and the Agreement between You and Toppi. You agree that Toppi will not be responsible for any of the costs You may incur in connection with the audit.

7. Service Provision and Availability

Toppi shall provide the Products and Services with due professional skill and care in accordance with Toppi’s own methods and procedures. Toppi shall use reasonable efforts available to it to ensure that the Products and Services conform to Toppi’s service descriptions from time to time. If the Products or Services do not conform to the foregoing undertaking Toppi will, at its expense, use reasonable and technically feasible efforts to correct such non-conformance promptly. Toppi’s efforts in correcting the non-conformance constitute the Company’s sole and exclusive remedy for the non-conformity.

Toppi is entitled to deploy a new, updated or otherwise changed version of the Product or Service at its discretion with no notice period. In the event the Company does not agree to accept the new version, the Company’s only recourse is to terminate this Agreement with fourteen (14) days’ prior written notice. Toppi shall not be required to give the aforementioned notice, and the Company shall not have the aforementioned right to terminate the Agreement, for minor changes to the Products and Services that do not materially affect the Company’s use of the Products and Services.

Toppi will use reasonable efforts to make the Service and Support available 09:00 to 17:00 EET. Toppi does not, however, represent or warrant that use of the Products or Services will be uninterrupted or error-free. The Company acknowledges that Toppi is entitled to effect (i) planned maintenance breaks, and (ii) unscheduled maintenance breaks, provided that Toppi has used reasonable efforts to issue a public notice at least 24 hours in advance. Toppi is entitled to take the Products or Services or parts thereof offline, when in its sole discretion there has been a serious threat to the security or integrity of the Products or Services in which case, Toppi may keep the Products or Services offline until such time as it can assure itself of the Products’ or Services’ continued security and integrity. Toppi will use all reasonable efforts to resolve the situation quickly.

The Company is solely responsible for procuring and maintaining all necessary network connections and telecommunications links for accessing and using the Products or Services. In addition, the Company shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to such network connections or telecommunications links or caused by the Internet.

8. Access to and modification of company’s business listings

Company understands and agrees that as part of the Services, Toppi will be able to access and, subject to Company’s consent, modify data and Company related information in the relevant Business Listing on Company’s behalf. Company agrees that Toppi may modify data and Company related information in the relevant Business Listing on Company’s behalf for the duration of the Agreement. Company agrees that Toppi shall not be liable for any acts or omissions done in accessing, managing or modifying Company’s Business Listings in connection with the Agreement, provided that Toppi has otherwise acted in accordance with these Terms.

9. Backups and Data Loss

Toppi makes backups from the data stored in the Products and/or Services in accordance with its standard backup procedures. The Company acknowledges that Toppi shall have no liability for the destruction of the content provided by the Company or Users and processed in the Product or Service (‘Content’) or any damage and costs incurred in consequence thereof, such as for the costs of recreating the files. With respect to loss of Content, Toppi’s sole liability is to make commercially reasonable efforts to recreate such Content.

10. Google Business Profile Third Party Terms and Policies

Toppi is an authorized agency of Google that manages business information on Google Business Profile. For more information, please refer to https://support.google.com/business/answer/7353941. The Digital Ads Services are provided subject to the terms and conditions of the relevant Business Listing provider.

11. Payments and Fees

Toppi’s Products and Services are billed upfront for the upcoming Subscription Term (as defined below).

Payment by credit card: If You are paying by credit card, You authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of Your payment information to such third party.

Payment against an invoice: If You are paying by invoice, we will invoice You at the beginning of the Subscription Term and each subsequent billing period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order.

The Agreement will begin on an agreed date or the same day the Order is accepted or signed.

Subscription Term: Your initial subscription term will be specified in Your Order, and, unless otherwise specified in Your Order, Your subscription will automatically renew for the same term.

Cancellation of subscription. Unless otherwise specified in Your Order, You can cancel your subscription at any time. For Managed Solutions, however, unless otherwise specified in Your Order, the notice period is 60 days before the renewal of the contract for both parties. You will have access to the service specified in Your Order until the end of your billing period. Payments are non-refundable and Toppi does not provide refunds or credits for any partial or unused subscription periods.

Additional Profiles. The monthly price per profile mentioned in the Order will be applied unless otherwise agreed. For the Toppi.io Self-Service Platform, additional profiles can be added by either 1. allowing the subscription to automatically update based on the amount of connected profiles, or 2. manually updating the subscription options. For the Managed Service, additional profiles can be added if separately agreed between the Parties, or through a new Order. Any new profile added will incur additional costs and will be invoiced right away for the remaining duration of the contract specified in the Order, unless otherwise agreed.

For each Product or Service subscription, Company will pay Toppi the applicable fees in the amounts, and in accordance with the payment terms, as specified in the Agreement. Fees do not include any taxes, levies, duties or similar governmental assessments. If there is a change in the amount or basis of any taxes or public charge set by a government authority either due to a change in the law or a change in taxation practice, the fees set out in the Agreement will change accordingly.

Interest on overdue payments shall accrue at a rate of sixteen per cent (16%) per annum. Toppi may, without liability to the Company and without prejudice to any other rights and remedies available to Toppi, disable the Company’s or Users’ access to the Products or Services if Toppi has not received due payment within seven (7) calendar days of a written notice thereof (and as long as the invoice(s) concerned remain unpaid). An additional cost of seven (7) euros will be added to a payment reminder letter.

Toppi shall be entitled to change fees payable for the Products or Services at any time upon a thirty (30) days’ prior written notice to the Company. In the event the Company does not agree to the change in fees, the Company’s only recourse shall be to terminate the Agreement by a written notice given at latest fourteen (14) days before the changes in service fees take effect.

Purchased subscriptions may not be cancelled and all fees paid are non-refundable.

12. Intellectual Property Rights

All intellectual property rights, including but not limited to copyrights (including the right to transfer the copyrights and the right to alter the works protected by the copyright), patents, utility models, registered or unregistered designs, trademarks, trade secrets and know-how, and other intellectual property rights, whether or not capable of registration, and applications of any of the foregoing, and title in the Products or Services shall be the exclusive property of Toppi and/or its licensors. Any rights not expressly granted herein are reserved by Toppi.

The Company represents and warrants that it has all necessary rights to the Content. All intellectual property rights and title in the Content shall be the exclusive property of the Company and/or its licensors. The Company grants Toppi a limited, worldwide, non-exclusive, royalty-free right and license to the Content as necessary for the provision of the Product or Service for the Company and Users. Toppi undertakes to maintain standard industry practices that are designed to keep the Content confidential.

In the event the Company submits suggestions, improvements or feedback about a Product or Service to Toppi, the Company will grant to Toppi a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable exclusive right and license to all intellectual property rights, other rights, title, and interest in and to such suggestions, improvements or feedback. Toppi will be entitled to use such suggestions, improvements or feedback without restrictions for any purpose and without compensation to the Company.

12. Indemnification

The Company shall indemnify, defend and hold harmless Toppi and its affiliates and licensors, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third-party claims based on: (i) the Company’s use of the Products or Services in violation of applicable law or, this Agreement; or the Company’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Products or Services; (ii) any Content or the Company data; or (iii) the alleged infringement or misappropriation of third-party rights by the Content or the Company data. If Toppi is obligated to respond to a compulsory legal order or process described herein, the Company shall also reimburse Toppi for reasonable attorneys’ fees and costs and shall pay Toppi on a time and material basis for time and materials spent.

Subject to the limitations of liability set out in Section 14, Toppi shall indemnify, defend and hold harmless the Company and its affiliates, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third-party claims based upon a Product or Service infringing or misappropriating any copyright of such third party. The foregoing indemnity shall not apply to any claim that arises from or is based on: (i) a claim made by the Company or Users or any of its affiliates; (ii) the Content or use of a Third-Party Component in conjunction with the Product or Service; (iii) the use of the Product or Service in conjunction with any other third-party software package or service for which the Company has not obtained Toppi’s formal written approval; (iv) the Company’s use of other than the most current, unaltered patch, update or upgrade to the Product or Service available from Toppi, if such claim would have been avoided by the Company’s use of such patch, update or upgrade; (v) the Company’s violation of this Agreement; or (vi) the use of non-Toppi software.

Process for Indemnification. The indemnified Party shall promptly notify the indemnifying Party of any claim, but the indemnified Party’s failure to promptly notify the indemnifying Party will only affect the indemnifying Party’s obligations to the extent that the indemnified Party’s failure prejudices the indemnifying Party’s ability to defend the claim. The indemnifying Party may: (i) use counsel of its choice; (ii) settle the claim as the indemnifying Party deems appropriate; and (iii) assume control of the defence and settlement of the claim; provided, any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the Party against whom the claim is brought. The indemnified Party shall provide the indemnifying Party with necessary assistance in the defence (at indemnifying Party’s expense).

Remedies for Intellectual Property Infringement. If use of the Product or Service is the subject of a third-party infringement claim or if Toppi reasonably believes that use of the Product or Service may be the subject of a third-party infringement claim, Toppi may, at its option, (i) obtain the right for the Company to continue using the Product or Service; or (ii) replace or modify the Product or Service so it is no longer infringing, or (iii) if Toppi determines that neither (i) nor (ii) can reasonably be accomplished, terminate the relevant Product or Service and refund any amounts that were prepaid (if any).

This Section 12 shall constitute the Company’s sole and exclusive remedy for all claims relating to infringement.

14. Personal Data

Roles of the Parties

With respect to any Personal Data that the Company and Users upload or otherwise process in the context of using the Product or Service, the Company acknowledges that it is either the Data Controller liable to the Data Subjects for the processing of Personal Data and Toppi shall be the Data Processor, processing such Personal Data on behalf of the Company, or the Data Processor processing Personal Data on behalf of a Controller and Toppi acting as a sub-processor to the Company. The Data Controller, Data Processor, Data Subject and Personal Data shall have the meanings set forth in the European Union’s General Data Protection Regulation ((EU) 2016/679).

The Company is responsible for compliance with its obligations either as Data Controller or Data Processor under data protection laws towards Toppi as either Data Processor or sub-processor, in particular for justification of any transmission of Personal Data to Toppi (including providing any required notices and obtaining any required consents), and for its decisions concerning the processing and use of any data in the Product or Service.

The Company warrants that:

1. there is a valid legal ground for the processing, and any Personal Data transferred to Toppi are correct; and
2. to the extent required by applicable mandatory law, the Company has provided appropriate notice to each individual and/or obtained from each individual his or her written consent for the use and processing of his or her Personal Data in the Product or Service; and
3. to the extent required by applicable mandatory law, the Company has submitted all and any registrations and/or notifications to the necessary data protection authorities having jurisdiction over the Company’s activities in connection with using the Product or Service; and
4. the processing of Personal Data in connection with the Product or Service by the Company is carried out in accordance with applicable data protection laws.

The Company shall inform Toppi of all such requirements under the mandatory applicable law that may be imposed on Toppi due to the provision of the Product or Service to the Company by Toppi.

With respect to the Content that is outdated or inaccurate, Toppi shall use reasonable efforts to assist the Company in deleting or rectifying such data in accordance with the Company’s instructions. Toppi does not guarantee any accuracy with respect to information uploaded to the Product or Service by the Company.

Processing of Personal Data

In order to execute the Agreement and to provide the Product or Service, the Company authorizes and requests that Toppi process Personal Data as agreed in this Section 14.

The categories of the processed Personal Data may include, without limitations, name or alias and profile picture of persons who submitted a review of the Company on applicable site, content of such review, and other Personal Data that the Company chooses to process in the Product or Service.

The categories of Data Subjects include the individuals who submit reviews of the Company on applicable sites.

The nature of the processing has been further described in the Agreement.

Toppi shall process Personal Data only for the provision of the Product or Service and in accordance with the Company’s reasonable written instructions, unless required to do so to comply with a legal obligation to which Toppi is subject. Toppi shall inform the Company of such legal requirement before processing, unless that law prohibits such notification on important grounds of public interest. Toppi will inform the Company if, in Toppi’s opinion, the Company’s instructions breach data protection regulations. The Company understands that Toppi is not obligated to provide legal advice to the Company or to conduct legal research.

Toppi shall execute the processing without additional charge to the extent necessary for Toppi to comply with laws applicable to Toppi as a Data Processor in the provision of the Product or Service. If the Company gives additional instructions, which go beyond the Agreement, any associated costs for compliance with such instructions shall be borne by the Company.

Confidentiality of Personal Data

Toppi warrants that it will treat all Personal Data as strictly confidential and ensures that all its employees, and/or approved affiliates and sub-processors engaged in the processing of Personal Data have signed an adequate confidentiality agreement and/or are under any other binding obligation of confidentiality.

Data Security

Toppi shall implement commercially reasonable technical and organizational measures appropriate to the risk of the processing to protect Personal Data as required by law against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. The technical and organizational measures may include, as appropriate, (i) pseudonymisation and encryption of Personal Data; (ii) being able to ensure ongoing confidentiality, integrity, availability and resilience of processing systems, Products and Services; (iii) being able to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and (iv) having a process in place for regularly testing, assessing and evaluating the effectiveness of the measures implemented to ensure the security of the processing. Toppi shall restrict access to Personal Data in the Product or Service solely to such Toppi employees and subcontractors who need access to such content for purposes of providing the Product or Service and Toppi undertakes to inform those having access to such content of the relevant confidentiality and security requirements.

Audits

Once per calendar year, on the Company’s expense and in accordance with the Parties’ mutual agreement, Toppi shall make available all reasonable information necessary to demonstrate compliance with Toppi’s obligations as a Data Processor, and allow for and contribute to audits, including inspections, conducted by the Company or a third-party auditor mandated by the Company, and approved by Toppi, provided that the Company notifies Toppi of its intention to conduct an audit no later than two (2) weeks prior to the audit. The audit shall be conducted during normal business hours and without interruption to Toppi’s ongoing business operations.

Assistance, Information Obligations and Incident Management

Toppi shall, taking into account the nature of the processing and the information and technical means available, assist the Company in (i) ensuring compliance with its legal obligations, such as data security, data breach notification, data protection impact assessment and prior consulting obligations, and (ii) responding to requests for exercising the Data Subject’s rights. On the Company’s written request, Toppi shall make available to the Company reasonably all such information it possesses, which are, in accordance with Article 28 of the General Data Protection Regulation ((EU) 2016/679), necessary to demonstrate compliance with the obligations regarding the use of a data processor. Toppi has the right to invoice the reasonable costs incurred as a result of the aforementioned assistance and provision of data.

Personal Data Breaches

In case Personal Data is accidentally, unlawfully or without proper authorization destroyed, lost, altered, disclosed or accessed, or the confidentiality, integrity or availability of Personal Data is endangered by any other event (‘Personal Data Breach’), Toppi shall, after having become aware of a Personal Data Breach, notify Company without undue delay. Such notification shall be made in writing or any other means Toppi finds reasonable.

Toppi shall retain documentation of Personal Data Breaches, and retain such documentation for a reasonable time, however as a minimum for six (6) months from the termination of this Agreement.

Sub-Processor and Affiliates

Some or all of Toppi’s obligations under the Agreement may be performed by affiliates and sub-processors of Toppi. This Agreement includes a general written authorization of the Company for Toppi to subcontract the performance of whole or parts of the Product or Service to a third party in accordance with this Agreement. Toppi shall use reasonable efforts to procure that its sub-processors are bound in writing by the same or equal obligations as Toppi under this Agreement and shall supervise compliance thereof.

Location of Data

In connection with the Product or Service, Toppi shall process the Personal Data as main rule within the European Union (‘EU’) or the European Economic Area (‘EEA’). However, when providing certain aspects of the Products or Services Toppi may process Personal Data outside the EU and EEA. Toppi will use adequate transfer mechanisms when transferring Personal Data outside the EU and EEA.

Return and Deletion of Personal Data

Following the termination of the Agreement and the Product and/or Service, Toppi will return or otherwise make available for retrieval the Content in the Product and/or Service.

Upon termination of the Agreement, Toppi will promptly delete all copies of the Personal Data processed under this Agreement, unless any legislation imposed upon Toppi, Toppi’s employees, Toppi’s affiliates or subcontractors prevent it from returning or destroying all or part of the Personal Data received. In that case, Toppi warrants that it will not actively process the Personal Data after the termination of the Agreement, and will otherwise comply with its obligations pursuant to this Section 14.

Enquiries and Disclosures

In the event of a dispute or claim brought by a Data Subject or an authority against Toppi concerning the processing of Personal Data, or if Toppi is required by law or a non-appealable judgment or other resolution issued by any competent court, supervisory authority or similar administrative organ to disclose any information or Personal Data in connection with the provision of the Product or Service, whether partly or wholly, or provide other specific answers to such entity (together ‘Enquiry’), Toppi agrees to give preliminary notice to the Company of any such Enquiry and its circumstances, unless prohibited to do so by law to which Toppi is subject.

As a general rule, Company will respond to Enquiries and requests from Data Subjects and authorities concerning processing of the Content by Toppi, unless the Enquiry provides that Toppi shall respond and the national data protection laws do not allow deviating from such position either. Toppi shall inform the Company of any requests from the Company’s Data Subjects and supervisory authorities. Toppi has the right to invoice the reasonable costs incurred as a result of the aforementioned assistance and provision of data.

Use of Analytics

Toppi may compile statistical and other aggregate data related to system activity and performance, operation and use of the Product or Service to create statistical analyses, and for research and development purposes (jointly as ‘Analyses’). Toppi may make Analyses publicly available, however, Analyses will not incorporate any of the Content or confidential information in a form that could serve to identify the Company or any Data Subject, and Analyses do not constitute Personal Data as the data is anonymized. Toppi retains all intellectual property rights in Analyses.

15. Force Majeure

Neither Party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the Party’s reasonable control, including without limitation, any acts of God, war, terrorism, floods, windstorm, labor disputes, change in laws or regulations, public health risks or delay of essential materials or services. A force majeure event affecting a Toppi subcontractor shall be deemed a force majeure event affecting Toppi, provided the above requirements are met for the subcontractor in question. In the event a non-performance or a delay in performance of obligations under this Agreement is due to a force majeure event, the period of performance shall be extended by the delay due to such event and any additional time that the Parties may mutually agree is necessary for the remobilization of personnel and resources. However, the Party not affected by the force majeure shall have the right to terminate this Agreement without penalty if the Party affected by the force majeure event is unable to resume full performance within sixty (60) days of occurrence of the event.

16. No Warranties, Limitations Of Liability

The Products and Services are provided as described in, and subject to, the terms of the Agreement (including the relevant order document) and Toppi’s then-current service description.

Except as expressly provided in this Agreement and to the maximum extent permitted under applicable law, the Products and Services are provided on an ‘as is’ and ‘as available’ basis and Toppi makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, title, fitness for a particular purpose, non-infringement and any warranties arising from a course of dealing, usage or trade practice. Toppi does not guarantee that the products or services or third-party products will be uninterrupted or error free. Neither Toppi nor its affiliates or licensors have any duty to review, edit, screen, publish or remove any content except as strictly required by applicable law. The company acknowledges that Toppi does not control or monitor the transfer of data over the internet, and that internet accessibility carries with it the risk that the company’s privacy, content, confidential information and property may be lost or compromised.

In no event will the company or Toppi, its licensors or its affiliates be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential or punitive damages (including lost savings, profit or business interruption) even if notified in advance of such possibility, arising out of or pertaining to the subject matter of this Agreement however caused or on any theory of liability. Toppi’s total aggregate liability in connection to the Agreement, under any theory of liability (including contract, tort, unjust enrichment or restitution), for breaches occurring in a single calendar year is limited to the maximum amount corresponding to the service fees (excluding value added tax) paid by the company for the product or service during the period of three (3) months preceding the cause giving rise to the claim. This limitation of liability shall not apply to (i) willful misconduct or gross negligence; (ii) fraud or fraudulent misrepresentation; (iii) death or personal injury caused by negligence; or (iv) copyright infringements for which Toppi’s liability is subject to Section 12 (Indemnification). The foregoing limitations of liability shall not be construed to limit the company’s obligation to pay any fees and expenses incurred pursuant to this Agreement.

The parties acknowledge that the division of the parties’ liability related to administrative fines and/or damages imposed by a supervisory authority or a court under these personal data processing terms is based on each party’s obligation to fulfill its own duties under the data protection legislation. Therefore, each party is liable for the administrative fines and/or damages that are imposed by a supervisory authority or a court and that have been imposed on it for infringements of data protection legislation caused by the party in question.

16. Term and Termination

Unless otherwise stated in the applicable order document, the Agreement is effective until further notice and may be terminated at any time by either Party with one (1) month’s prior written notice.

In addition, either Party may terminate this Agreement without liability to the other if (i) the other Party commits a material breach of any of the terms of the Agreement and fails to remedy the respective breach within fourteen (14) days of receipt of a written notice thereof from the other Party; or if the other Party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is not dismissed within sixty (60) days.

As of the termination date:

1. all rights to use the Product or Service under the Agreement shall terminate immediately; and
2. Toppi will disable the Company’s access to the Product or Service and the Company shall promptly pay all amounts due for Products and Services already provided.

18. Governing Law and Dispute Resolution

This Agreement and the use of the Products and/or Services hereunder is governed by the laws of The Netherlands without giving effect to any rules or principles on the conflict of laws. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of The Netherlands Chamber of Commerce. The seat of arbitration is Amsterdam, The Netherlands. The number of arbitrators is one (1). The language of the proceedings is English. Toppi shall additionally be entitled to lodge a claim concerning collection of outstanding debts in any court relevant to the Company’s business or residence.

19. Miscellaneous

The Company grants Toppi the right to publish the Company’s name and use it as a reference when marketing the Products or Services.

The Parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Toppi and the Company.

The Agreement constitutes the entire agreement of the Parties relating to the subject matter addressed in the Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the Parties with respect to the subject matter addressed in the Agreement, whether oral or written.

Any amendment to this Agreement shall be in writing and shall have no effect before signed by duly authorized representatives of both Parties. Amendments or variations to the Agreement which have not been made observing the above procedure shall be void and shall have no effect.

If any part of these Terms is determined to be invalid or unenforceable, such determination shall not invalidate any other provision of these Terms.

The failure by Toppi to enforce any right or provision of these Terms shall not be deemed to constitute a waiver. Should any provision of these Terms be found invalid or unenforceable, the remaining provisions of the Terms shall remain in full force and effect.

You may not assign the Agreement or any of the rights or obligations under the Agreement to a third party without Toppi’s prior written consent.

20. Contact

If You have any questions or concerns regarding the Terms, please contact us at [email protected].