1. CANCELLATION

1.1 The Client may cancel this Agreement at any time by providing not less than twenty-four (24) hours’ prior written notice to TopRev at [email protected].

1.2 Upon receipt of valid notice, TopRev shall cease the provision of the Services following expiry of the notice period and shall not charge the Client for any Leads delivered thereafter.

1.3 Cancellation shall be without prejudice to any rights accrued prior to cancellation. The Client shall remain liable for all Data Fees incurred up to the effective date of cancellation. No refunds shall be payable.

2. DEFINITIONS AND INTERPRETATION

2.1 These terms and conditions (the “General Terms”) govern the provision of the Services by TopRev to the Client.

2.2 In these General Terms, the following expressions shall have the following meanings:

“Agreement” means the agreement formed upon payment of the Trial Fee and acceptance of these General Terms;

“Applicable Law” means all laws, statutes, regulations and codes in force from time to time in the Netherlands;

“Chosen Area” means the zip codes selected by the Client during onboarding and confirmed by TopRev as eligible for exclusivity;

“Client” means the person or legal entity entering into this Agreement;

“Confidential Information” means all confidential or proprietary information disclosed by one Party to the other in connection with this Agreement;

“Data Fees” means all fees payable by the Client under this Agreement, including the Trial Fee and per-Lead charges;

“Exclusive Lead” means a Lead supplied solely to the Client and not supplied to any other real estate agent or broker;

“Lead” means a person or entity expressing interest in discussing the sale of their property and meeting the Qualification Criteria;

“Qualification Criteria” means that the Lead:
(a) is not under contract with another real estate agent;
(b) has provided a correct name and telephone number;
(c) is located within the Chosen Area; and
(d) has expressed interest in being contacted regarding the sale of their property;

“Services” means the services described in Clause 4;

“Start Date” means the date on which the Client pays the Trial Fee;

“Trial” means the initial promotional period following payment of the Trial Fee;

“Term” means the duration of this Agreement as set out in Clause 3.

2.3 References to clauses are to clauses of these General Terms. Words importing the singular include the plural and vice versa. Headings are for convenience only and shall not affect interpretation.

3. TERM

3.1 This Agreement shall commence on the Start Date and shall continue in full force and effect unless and until terminated in accordance with this Agreement.

3.2 Clauses which by their nature are intended to survive termination shall survive termination, including without limitation Clauses 5, 6, 8, 9, 10, 11, 12, and 13.

4. TOPREV’S DUTIES

4.1 TopRev shall provide the following services (the “Services”):
(a) delivery of Exclusive Leads containing name, telephone number and property address;
(b) ongoing optimisation and maintenance of lead generation systems; and
(c) electronic delivery of Leads meeting the Qualification Criteria.

4.2 TopRev shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards.

4.3 TopRev does not guarantee any particular volume of Leads, conversion rate, commercial outcome, or result. All Leads are provided "as is" without warranties express or implied regarding their quality, suitability, responsiveness, or any matters beyond the Qualification Criteria set out in Clause 2.2.

5. CLIENT DUTIES

5.1 The Client shall provide accurate onboarding information and promptly notify TopRev of any material changes.

5.2 The Client shall review each Lead and notify TopRev of any Lead alleged not to meet the Qualification Criteria in accordance with Clause 8.

5.3 Any Lead contacted, used or pursued by the Client shall be deemed accepted and billable.

5.4 The Client is solely responsible for compliance with all applicable telemarketing, data protection, and consumer privacy laws in its communications with Leads. TopRev does not provide legal advice and makes no representation or warranty as to the Client’s compliance with such laws.

5.5 TopRev does not control, direct or participate in the Client’s communications with Leads, including scripts, timing, messaging platforms, frequency, or methods of contact.

5.6 The Client acknowledges that, whilst Leads have expressed interest in being contacted regarding the sale of their property, TopRev makes no representation or warranty that any Lead has provided legally sufficient consent for any specific communication method used by the Client.

5.7 Any scripts, examples, training materials, or performance guidance provided by TopRev are provided for informational and educational purposes only. The Client retains full discretion and control over how and whether it communicates with Leads.

6. FEES AND PAYMENT

6.1 The Client shall pay a non-refundable Trial Fee of USD $1 on the Start Date.

6.2 Following the Trial, the Client shall pay USD $75 per Qualified Lead delivered, unless otherwise agreed in writing.

6.3 All payments shall be processed via TopRev’s designated payment processor.

6.4 All Data Fees are non-refundable. The Client agrees not to initiate chargebacks or payment disputes for Services properly delivered in accordance with this Agreement.

6.5 TopRev may suspend the Services where any undisputed sums remain unpaid.

7. TRIAL AND AUTOMATIC CONTINUATION

7.1 By paying the Trial Fee, the Client expressly agrees that, unless cancelled in accordance with Clause 1, the Services shall automatically continue on a paid basis following the Trial.

7.2 The Client authorises TopRev to charge the payment method on file for all Leads delivered after the Trial.

8. LEAD REVIEW AND REPLACEMENT

8.1 The Client may request a replacement in respect of an individual Lead where the Client reasonably believes that such Lead does not meet the Qualification Criteria.

8.2 Any request for a Lead replacement must be submitted by email to [email protected] no later than the 28th day of each calendar month, such request to relate only to Leads delivered during that calendar month.

8.3 Each request must include, in a reasonably accessible spreadsheet format:
(a) the full name and telephone number of the Lead; and
(b) the Qualification Criterion alleged not to have been met, together with reasonable supporting details.

8.4 Any Lead in respect of which a replacement request is not submitted in strict compliance with this Clause 8 shall be deemed accepted in full.

8.5 TopRev shall review valid requests and, acting reasonably and in good faith, determine whether a replacement is warranted. TopRev’s determination shall be final.

8.6 Approved replacements shall be applied by way of credit or adjustment in a subsequent billing period.

9. INTELLECTUAL PROPERTY

All intellectual property rights in systems, processes, materials, and deliverables used in the provision of the Services shall remain vested in TopRev or its licensors.

10. CONFIDENTIALITY

Each Party shall keep the other Party’s Confidential Information confidential and shall not disclose it except as required by law or for the purposes of this Agreement.

11. LIMITATION OF LIABILITY

11.1 To the maximum extent permitted by Applicable Law, TopRev and its directors, officers, employees, contractors, agents, partners, and affiliates shall have no liability for any claims, losses, damages, fines, penalties, or costs arising out of or in connection with the Client’s communications with or use of Leads.

11.2 TopRev shall not be liable for any indirect, consequential, or economic loss, including loss of profit, business, or opportunity.

11.3 TopRev’s total aggregate liability under this Agreement shall not exceed the Data Fees paid by the Client in the three (3) months preceding the event giving rise to the claim.

12. INDEMNITY

The Client shall indemnify and hold harmless TopRev and its directors, officers, employees, contractors, agents, partners, and affiliates against all claims, liabilities, losses, damages, and expenses arising from the Client’s communications with Leads or breach of Applicable Law.

13. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands. The courts of the Netherlands shall have exclusive jurisdiction.

14. GENERAL

14.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings. Each Party acknowledges that it has not relied on any statement, representation, assurance, or warranty not expressly set out in this Agreement.

14.2 No amendment shall be effective unless made in writing and signed by both Parties.

14.3 Nothing in this Agreement creates any partnership, agency, or employment relationship.

14.4 For the avoidance of doubt, a person who is not a party to this Agreement shall have no rights under this Agreement to enforce any term of it.