1. Terms of use

Article 1. scope

1.1 These terms and conditions (hereinafter the « Terms and Conditions ») apply to all relations between the limited liability company (SRL) TOPITOPA, having its registered office at avenue de Tervuren, 266 E, boite 9, 1150 Woluwe-Saint-Pierre, registered with the Belgian Company Register under number 0761.773.365 (hereinafter « TopiTopa ») and the customer (hereinafter collectively referred to as the “Parties” or individually as the “Party”) in the version applicable at the moment of the registration of the customer on the website www.topitopa.com (hereinafter the « Website ») or, where appropriate, any subsequent order

1.2  The Terms and Conditions and the order form, once the latter has been processed by TopiTopa, form a contractual whole (hereinafter the « Contract»). Without prejudice to the application of the terms of use of TopiTopa, these Terms and Conditions shall apply exclusively to the exclusion of any general or particular terms and conditions of the customer to which TopiTopa would not have expressly consented in writing, any tacit acceptance of the general or particular terms and conditions of a customer by TopiTopa being excluded.

1.3 The Services (as they are defined in Article 3) are aimed exclusively at companies, under article I.1, 1° of the Belgian Company Code. The customer acknowledges that he meets the definition of article I.1, 1° of the Belgian Company Code.

1.4 Any amendment to the Terms and Conditions will be notified to the customer (at TopiTopa’s option) by email or through the Website. If the customer does not wish to accept these amendments, he may terminate the Contract pursuant to Article 5.

Article 2. Interpretation

2.1 The titles of the articles of the Terms and Conditions have no legal effect and shall not be used to interpretate the latter.

2.2 All the time limits specified in the Terms and Conditions will be calculated from midnight to midnight. They will start on the day following the day during which the event initiating the time limit occurred. The expiry date shall be included in the time limit.

2.3 If the expiry date is a Saturday, a Sunday or a legal public holiday, the expiry date shall be postponed to the following working day.

Article 3. Services & prices

3.1 TopiTopa allows the customer to search for and view, thanks to features stipulated in the order form, professional profiles put online on the Website by users users holding a free account (the « Services»).

3.2 The presentation of the Services, in any form, is for indicative purpose only and et does not constitute a formal offer or commitment. The Contract shall be deemed to have been concluded only once the customer’s order has been explicitly confirmed by TopiTopa.

3.3 The customer takes out a Standard subscription or a Premium subscription, the terms and conditions of each subscription being reproduced in the order form. The choice is made by the customer in the order form.

3.4 The subscription to the Services is taken out on a monthly, quarterly or annual basis, provided that the choice is made by the customer in the order form.

Article 4. Invoices & Payment terms

4.1 The Services are billed (i) annually, in case of an annual subscription, (ii) quarterly, in case of a quarterly subscription, (iii) monthly, in case of a monthly subscription.

4.2 Invoices are payable in advance in accordance with the provisions of the invoice, or, if not specified, as follows: [].

4.3 Any default of payment shall automatically and without notice incur default interests at the rate of 8% per year calculated per calendar year on the total amount of the invoice on the basis of the days actually elapsed in a year of 365 days. In addition, any invoice not paid on the due date will be increased, automatically and without prior reminder, by an amount equal to 10% of the amounts due with a minimum of euros 25, as a lump-sum compensation.

4.4 The failure to pay one single invoice by its due date makes the outstanding balance of all remaining invoices, even if they are not due yet, immediately payable.

4.5 In the event of late payment or default of payment by the customer, TopiTopa reserves the right, without prior notice and without prejudice to any other rights, (i) to suspend the performance of its Services, and (ii) to terminate the Contract, on the understanding that all costs related to the termination and a penalty of 10% of all amounts still owed by the customer shall be paid by the customer.

4.6 Any dispute regarding an invoice must be submitted by registered mail within 8 days following the receipt of such invoice, under penalty of lapse and in no way authorises the suspension of payment of other invoices or undisputed items of such invoice.

4.7 The customer acknowledges that TopiTopa has the right (i) to set off any amount due by the customer, including pursuant to the Terms and Conditions, against amounts potentially owed to the customer and (ii) to apply any payment by the customer against the customer’s oldest debt to TopiTopa (by applying such payment first against the interests and then against the principal amount), regardless of the reference mentioned by the customer on the payment.

Article 5. Duration & termination

5.1 The Contract comes into force on the date of the order confirmation by TopiTopa.

5.2 The Contract is concluded for successive periods, with no maximum, of one year in the case of an annual subscription, of three months in the case of a quarterly subscription, or of one month in the case of a monthly subscription. Either Party may terminate the Contract at any time, on the understanding that the termination will come into effect at the end of the current period, without incurring any refund for the customer.

5.3 TopiTopa may, in case of serious breach by the customer, terminate the Contract with immediate effect, without prior notice or compensation, without the need for a formal notice or judicial authorisation. Without limiting the generality of the foregoing and the notion of serious breach, the following cases are considered as serious breaches : (i) any breach of the Terms of Use de TopiTopa, (ii) any violation of Article 1, (iii) any failure to pay an invoice of TopiTopa, despite a formal notice to pay such invoice within 8 days.

5.4 Any termination or cancellation is also validly made through the Website ([•]) or per email.

5.5 Article 6, Article 7, Article 8, Article 13, Article 14, Article 15 and Article 16 shall remain in full force and effect after the termination of the Contract, for whatever reason and in whatever form.

Article 6. Liabilities

6.1 TopiTopa’s liability is limited to serious misconduct and fraud. Without limitation to the generality of the foregoing, TopiTopa shall not be liable for (i) a temporary or permanent interruption of the Services or a temporary or permanent reduction in the quality of the Services, (ii) information posted or provided by the users of the Website and that could be inaccurate, incomplete, misleading, illegal, offensive or otherwise harmful.

6.2 TopiTopa shall not be liable for any indirect damages, whether material or non-material, any provision, any loss of earnings, any loss of data, income, profits, chances and/or customers, any loss of business opportunities, any cost increase or insufficient reduction in the projected savings, whether those damages were predictable or not.

6.3 The customer indemnifies TopiTopa against all costs, compensation, damages, actions, expenses and proceedings claimed or brought by third parties as a result of his actions, faults or negligence.

6.4 In any case, in the event of TopiTopa’s liability, the amount to be paid by TopiTopa (whatever the qualification) shall not exceed EUR [500], all taxes and charges included.

Article 7. No warranties

TopiTopa makes no warranty with respect to the Services, including, but not limited to, any warranty regarding (i) the uninterrupted availability of the Services, (ii) the accuracy of any information on the applicants (including, but not limited to, applications, the candidate’s identity, recommendations, connections and references), (iii) the information on which any display targeting categories are based (for instance, the profile information of the users of the Website, (iv) the results of the application campaigns and other uses of the Services.

Article 8. Personal data

TopiTopa undertakes to protect and respect the personal data that it collects and processes pursuant to its Privacy Policy available at (www.[•])

Article 9. Assignment

9.1 The customer shall not assign, in whole or in part, his rights and/or obligations under the Contract to third parties, without prior written consent of TopiTopa. Any assignment (in the broad sense) by the customer in breach with this Article shall be null and void, without prejudice of the other rights of TopiTopa in respect of that breach.

9.2 TopiTopa shall have the right to assign, in whole or in part, its rights and obligations under the Contract to third parties, without prior consent of the customer. Where appropriate, TopiTopa will notify (in the form of its choice) the customer as soon as possible.

Article 10. Sous-traitance

TopiTopa reserves the right to appoint subcontractor(s) to perform all or part of the Contract

Article 11. Force majeure

11.1 Neither Party shall be liable for any damage, direct or indirect, suffered by the other Party if the failure to comply with its contractual obligations is due to force majeure. Payment obligations are not affected by force majeure.

11.2 However, if the force majeure lasts more than one month, either Party shall be entitled to terminate the Contract without any liability or compensation.

11.3 Force majeure is defined as unforeseen circumstances which are of such a nature as to prevent the exécution of the Contract or to make it disproportionately expensive and/or difficult to the extent that the other Party cannot reasonably be expected a strict compliance with the Contract. The following events (or the consequences of the following events) are therefore considered to be cases of force majeure : strike, company siege, epidemic or pandemic, shortages or bankruptcy of Topi Topa’s supplier(s), natural disasters, blocking of communications or temporary impossibility to use, partially or completely, the Website due to hosting or service provider problems, or legal or administrative restrictions.

Article 12. Notification

Without prejudice to other means of notification, the customer acknowledges that any notification given by TopiTopa through the Website is valid and binding.

Article 13. Severability

Should any term or provision of the Contract be declared null or unenforceable, in whole or in part, under any provision of applicable law, such term or provision of the Contract shall be deemed to be unwritten and such nullity or unenforceability shall not affect the validity of the other terms and provisions of the Contract. In such case, such term or provision shall be replaced by a valid clause which shall be as close as possible to the original intention of the Parties.

Article 14. Language

The Terms and Conditions are translated in the English language. Should there be any contradiction or discrepancy between the translation and the French version, the French version shall prevail.

Article 15. Waiver

15.1 The failure or delay of a Party to exercise a right under the Contract or to take advantage of a failure by the other Party shall not be deemed or have the effect of a definitive waiver by that Party of its right to exercise that right or to take advantage of this failure at a later date, unless otherwise provided herein and unless this right is subject to a time limit under penalty of foreclosure.

15.2 Similarly, the partial exercise of a right does not prevent the subsequent exercise of a complementary right.

Article 16. Applicable law and jurisdiction

Any dispute arising out of the Contract shall be submitted to the jurisdiction of the French-speaking Courts of Brussels and, where appropriate, the Justice of the Peace of Brussels, 2nd canton, applying Belgian law.