Article 1 – Definitions

1. “Toppi”: Toppi B.V., a private limited liability company, statutorily established in Amsterdam, registered in the Commercial Register of the Chamber of Commerce under number 97851590.
2. “Client”: The party with whom Toppi has entered into an agreement.
3. “Parties”: Toppi and the Client together.
4. “Services”: The (AI-driven) B2B marketing solutions and other related services provided by Toppi, including increasing online visibility and reputation management.
5. “Intellectual Property”: All intellectual property rights, including but not limited to: copyrights, patents, trademarks, trade names, domain names, know-how, trade secrets, databases, software, source code, object code, algorithms, AI models, designs, content, documentation, manuals, and all other creations and innovations, regardless of whether these are registered or protected.

Article 2 – Applicability

1. These terms and conditions apply to all quotations, software licenses, offers, work, orders, agreements, and deliveries of Services or products by or on behalf of Toppi.
2. Toppi and the Client may only deviate from these terms if agreed upon in writing.
3. Toppi and the Client expressly exclude the applicability of the Client’s or any third party’s general terms and conditions.

Article 3 – Prices

1. Toppi uses prices in euros, excluding VAT and any other costs such as administrative or shipping costs, unless otherwise agreed in writing.
2. Toppi may adjust the prices of its Services on its website and in other communications at any time, subject to a reasonable notice period and exclusively for future or extended agreements, unless otherwise agreed.
3. For all Services, the prices as stated on the Toppi website or in the quotation sent to the Client apply.
4. Prices for ongoing Services are indexed annually according to the Dutch Consumer Price Index (CPI) from Statistics Netherlands (CBS), unless otherwise agreed. Toppi will communicate price adjustments to the Client prior to their implementation.
5. Additional functionalities, updates, or custom work outside the agreement with the Client will be invoiced separately.
6. When Toppi and the Client agree on a total amount in advance for the Services to be delivered, this is always a guideline price, unless otherwise agreed in writing. Toppi may deviate from the guideline price by up to 10%. Toppi must inform the Client in time why a higher price is justified if the guideline price is expected to be more than 10% higher.

Article 4 – Payments and Payment Term

1. Upon entering into the agreement with the Client, Toppi may require a down payment of up to 50% of the agreed amount.
2. For ongoing Services, the Client is obliged to pay via monthly automatic direct debit, unless otherwise agreed in writing. For other Services, the Client must settle the payment within 14 days after delivery.
3. The payment terms used by Toppi are strict deadlines. This means that if the Client has not paid the agreed amount by the last day of the payment term, they are automatically in default, without Toppi needing to send a reminder or notice of default to the Client.
4. Toppi may make a delivery dependent on immediate payment or demand security for the total amount of the Services to be delivered.

Article 5 – Consequences of Late Payment

1. If the Client fails to pay within the agreed term, Toppi may charge the statutory interest per month for commercial transactions from the day the Client is in default, with a part of a month counting as a full month.
2. When the Client is in default, they must also pay extrajudicial collection costs and any damages to Toppi.
3. Toppi may suspend the provision of Services if the Client remains in default of payments, or if there is a reasonable suspicion of abuse or infringement of Intellectual Property.
4. Collection costs are calculated based on the Besluit vergoeding voor buitengerechtelijke incassokosten (Decree on Compensation for Extrajudicial Collection Costs).
5. In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the Client, the claims of Toppi against the Client are immediately due and payable.
6. If the Client refuses to cooperate with the execution of the agreement by Toppi, they must still pay the agreed price.

Article 6 – Right of Suspension

1. The Client hereby waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 7 – Set-off

1. The Client waives the right to set off a debt to Toppi against a claim on Toppi, except in the case of a due and undisputed claim.

Article 8 – Cancellation of Assignment

1. The agreement by which Toppi binds itself to the Client to provide Services is entered into for a period of 12 months, unless otherwise agreed, and is automatically renewed for the same period as the original contract duration.
2. Termination of the agreement by the Client must be done in writing, observing a notice period of 60 days before the end of the current contract period, unless otherwise agreed.
3. Upon termination, the Client is obliged to pay all due fees, including subscription fees, for the remaining duration of the current contract period to Toppi.
4. Toppi may terminate the agreement with the Client with immediate effect if the Client fails to fulfill their obligations, such as payment or infringement of Intellectual Property.

Article 9 – No Warranty

1. Toppi’s Services are exclusively aimed at supporting the Client in increasing online visibility and reputation. Toppi gives no warranties regarding the achievement of specific results, including but not limited to rankings, visibility, leads, revenue, or other commercial outcomes. Results depend on various external factors, including market developments, competition, and the actions of third parties, over which Toppi has no influence. The agreement by which Toppi binds itself to the Client to provide Services therefore contains only obligations of effort for Toppi and no obligations of result.

Article 10 – Execution of the Agreement

1. Toppi executes the agreement with the Client to the best of its insight and ability and according to the requirements of good workmanship.
2. Toppi may have the agreed services performed in whole or in part by others.
3. The execution of the agreement between Toppi and the Client occurs after written approval and payment of any advance payment by the Client.
4. The Client must ensure that Toppi can start the execution of the agreement on time.
5. If the Client fails to ensure that Toppi can start on time, the resulting additional costs are for the account of the Client.

Article 11 – Provision of Information by the Client

1. The Client makes all information, data, and documents relevant for the correct execution of the agreement available to Toppi in a timely manner, in the desired form, and in the desired manner.
2. The Client guarantees the accuracy and completeness of the information, data, and documents provided, also if these originate from third parties, unless otherwise follows from the nature of the agreement.
3. When and to the extent that the Client requests this, Toppi will return the relevant documents.
4. If the Client does not, not timely, or not properly provide the information, data, or documents reasonably requested by Toppi and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours are for the account of the Client.

Article 12 – Indemnification

1. The Client indemnifies Toppi against claims from third parties, to the extent that these arise from data, materials, or instructions provided by the Client or are otherwise attributable to the Client.
2. Toppi will inform the Client without delay about such claims and allow the Client the opportunity to conduct a defense.

Article 13 – Complaints

1. If a delivered Service does not meet what the Client could reasonably expect, the Client must inform Toppi of this in writing within 1 month after discovering the shortcoming. The Client is responsible for ensuring that this notification actually reaches Toppi on time.
2. The Client provides a description of the shortcoming that is as detailed as possible, so that Toppi can respond appropriately.
3. The Client must demonstrate that the complaint relates to an agreement between the Client and Toppi.
4. When a complaint relates to ongoing work, the Client cannot demand that Toppi perform work other than what was agreed.

Article 14 – Liability of Client

1. When Toppi enters into an agreement with multiple Clients, each of them is jointly and severally liable for fulfilling the agreements in that contract.

Article 15 – Liability of Toppi

1. Toppi is only liable for damage that the Client suffers when that damage is caused by an attributable shortcoming of Toppi, or by intent or deliberate recklessness of Toppi.
2. When Toppi is liable for damage, this applies only to direct damage related to the execution of an underlying agreement by which Toppi binds itself to the Client to provide Services.
3. Toppi is not liable for indirect damage, such as consequential damage, lost turnover, loss of customers, reputational damage, or damage to third parties, unless there is intent or deliberate recklessness on the part of Toppi.
4. In particular, Toppi is not liable for any other indirect damage resulting from changes, restrictions, suspensions, or removal of accounts, profiles, or content of the Client by third parties, including but not limited to platforms such as search engines or social media. The Client acknowledges that such third parties apply their own policies and can make independent decisions over which Toppi has no influence. The Client retains their direct (contractual) relationship with these third parties at all times and remains fully responsible for and owner of their accounts, profiles (such as business profiles), and associated content. Toppi acts exclusively as a service provider, does not interfere in the relationship between the Client and such third parties, and has no control over decisions made by these third parties.
5. Toppi is furthermore in particular not liable for changes to, or the (temporary) non-functioning of, the website or online environments of the Client as a result of the Services, regardless of the (technical) cause thereof, unless there is intent or deliberate recklessness on the part of Toppi.
6. When Toppi is liable, this liability is limited to the amount paid out by its concluded (professional) liability insurance, increased by the deductible. If no insurance has been taken out or no damage amount is paid out, the liability is limited to a maximum of the amount invoiced in the last 6 months, with a maximum of €50,000.
7. All images, photos, colors, drawings, and descriptions on the website or in a catalog of Toppi are indicative only and cannot lead to any compensation, dissolution, or suspension.
8. Every right of the Client to compensation from Toppi expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code (BW).

Article 16 – Intellectual Property

1. All Intellectual Property of Toppi, whether or not related to the Services, including but not limited to software, algorithms, AI models, content, standard documentation, and all other creations, remain the property of Toppi at all times. The Client obtains no ownership rights to the Intellectual Property of Toppi, unless otherwise agreed in writing.
2. The Client obtains a non-exclusive, non-transferable, non-sublicensable right of use of the Intellectual Property of Toppi for the duration of the agreement between the Client and Toppi to the extent necessary for the use of the provided Services.
3. The Client may not copy, modify, distribute, sell, pledge, sublicense, or in any other way exploit the Intellectual Property without the prior written consent of Toppi.
4. Upon termination of the agreement with Toppi, the Client must immediately return or destroy all materials, documents, and data containing Intellectual Property of Toppi, upon request by Toppi.
5. The Client indemnifies Toppi against all claims, damage, costs, and liability arising from infringement of the Intellectual Property of Toppi by the Client or their employees.

Article 17 – Data Protection and Privacy

1. Toppi processes personal data of the Client exclusively in accordance with the General Data Protection Regulation (AVG/GDPR) and other applicable laws and regulations. Processing takes place based on the grounds of execution of the agreement, legal obligation, and/or legitimate interest.
2. The Client declares that they are authorized to provide the personal data they provide to Toppi and that they process this data in accordance with the GDPR.
3. Toppi takes appropriate technical and organizational measures to protect personal data against loss, theft, or unauthorized access.
4. In the event of a data breach, Toppi will inform the Client without delay and cooperate in finding an appropriate solution.

Article 18 – AI

1. Toppi’s Services may use AI technology. The Client acknowledges that AI-generated output may contain inaccuracies, may be incomplete, and is dependent on the input provided by the Client.
2. The Client is responsible for checking and validating content provided or generated by Toppi before it is used or published.
3. Toppi gives no warranties regarding the accuracy, completeness, or suitability of AI-generated output. Use of AI output is entirely at the Client’s own risk.

Article 19 – Confidentiality

1. Parties are obliged to treat all confidential information received from each other strictly confidentially. This obligation does not apply to the extent that disclosure is required by law or regulation.
2. Confidential information may not be made public, shared with third parties, or used for purposes other than the execution of the agreement between the Parties, unless written consent has been obtained.
3. This obligation applies during the term of the agreement and for 5 years after its termination.

Article 20 – Dissolution

1. The Client may dissolve their agreement with Toppi when Toppi culpably fails to fulfill its obligations, unless this failure does not justify dissolution due to its special nature or minor significance.
2. If fulfillment of the obligations by Toppi is still possible, dissolution can only take place after Toppi is in default.
3. Toppi may dissolve the agreement with the Client when the Client does not fully or timely fulfill their obligations under the agreement, or when Toppi has become aware of circumstances that give them good grounds to assume that the Client will not fulfill their obligations.

Article 21 – Force Majeure

1. In addition to Article 6:75 BW, it applies that a failure of Toppi cannot be attributed to Toppi when there is force majeure.
2. Force majeure as meant in paragraph 1 of this article includes, among others: – a state of emergency such as a civil war or natural disaster; – breach of contract or force majeure of suppliers, deliverers, or others; – power, cloud, electricity, internet, computer, or telecom disruptions; – computer viruses, hacking, and cyberattacks; – strikes; – government measures; – pandemica; – transport problems; and – extreme weather conditions.
3. In the event of force majeure, as a result of which Toppi cannot fulfill one or more obligations to the Client, those obligations are suspended until Toppi can fulfill them.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both the Client and Toppi may dissolve the agreement in whole or in part in writing.
5. Toppi does not have to pay any compensation to the Client in a force majeure situation, even when Toppi benefits from it.

Article 22 – Amendment of General Terms and Conditions

1. Toppi may amend these general terms and conditions.
2. Toppi may always implement amendments of minor importance.
3. Toppi will discuss major amendments with the Client as much as possible in advance.
4. The Client has the right to terminate the agreement in the event of major amendments.

Article 23 – Transfer of Rights

1. The Client cannot transfer rights from an agreement with Toppi to others without written consent from Toppi.
2. This provision applies as a clause with property law effect pursuant to Article 3:83 paragraph 2 of the Dutch Civil Code (BW).

Article 24 – Consequences of Nullity or Voidability

1. When one or more provisions of these general terms and conditions prove to be null or voidable, this has no influence on the other provisions of these terms.
2. A provision that is null or voidable will in that case be replaced by a provision that comes closest to what Toppi had in mind when drawing up the terms on that point.

Article 25 – Applicable Law and Competent Court

1. Dutch law applies to these general terms and conditions and every underlying agreement between the Client and Toppi.
2. The court in the district of Toppi’s registered office has exclusive jurisdiction to hear disputes between the Client and Toppi, unless the law provides otherwise. Established on 09-07-2026