Terms of Service

1. Agreement to Terms

IMPORTANT: BY ACCESSING OR USING TOPLINER, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Topliner Group B.V. ("Company", "we", "us", or "our"), a company registered in the Netherlands (KvK: 99531631).

You represent that you have the legal authority to enter into this agreement. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

2. Description of Service

TOPLINER is a research and data aggregation tool designed for professional recruitment research. The Service uses automated technologies and artificial intelligence to collect, aggregate, and analyse publicly available professional information from various sources including professional networking platforms, public databases, and company websites.

IMPORTANT: The Service is provided as a research tool only. We make no representations or warranties about the accuracy, completeness, or reliability of any data or AI-generated content. You are solely responsible for verifying all information and for how you use data obtained through the Service.

3. Account Registration and Security

To use the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorised access or security breach

You must be at least 18 years old to use the Service. You represent that you have the authority to bind your organisation to these Terms if you are using the Service on behalf of a company.

4. Acceptable Use and User Responsibilities

4.1 Prohibited Uses

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Violate terms of service of any third-party platforms from which data is sourced
• Use the Service for any unlawful, fraudulent, or malicious purpose
• Attempt to gain unauthorised access to systems or networks
• Reverse engineer, decompile, or extract source code from the Service
• Resell, redistribute, or provide access to the Service to third parties
• Remove, obscure, or alter any proprietary notices
• Interfere with or disrupt the Service or servers

4.2 Your Compliance Obligations

YOU ARE SOLELY RESPONSIBLE FOR:

• Legal Compliance: Ensuring your use of the Service and any data obtained complies with all applicable laws, including GDPR, employment laws, and anti-discrimination regulations
• Data Controller Obligations: Acting as the Data Controller for any candidate or third-party data you process, including obtaining necessary consents, providing privacy notices, and responding to data subject requests
• Employment Decisions: Making all hiring, recruitment, and employment decisions independently and in compliance with applicable law
• Verification: Independently verifying all data and AI-generated content before use

4.3 No Liability for Your Use

We are not responsible for how you use the Service or data obtained through it.

5. Data, Intellectual Property, and Licences

5.1 Your Configuration Data

You retain ownership of your account information, project configurations, search parameters, notes, and other content you directly create ("Your Configuration Data"). You grant us a limited, non-exclusive licence to use, process, and store Your Configuration Data solely to provide the Service to you.

5.2 Your Data — No Training, No Commercial Use

We do not use your project data, search queries, candidate data, or any outputs generated through your use of the Service for AI model training, product benchmarking, data resale, or any other commercial purpose. Access to your data within our systems is limited to engineering and technical support staff for the purpose of operating and maintaining the platform. We do not share your data with third parties except as required to provide the Service (as described in Section 7) or as required by law.

5.3 Third-Party Data

Professional data collected through the Service from third-party sources is not owned by you or by us. You acknowledge that:

• Third-Party Data may be subject to intellectual property rights, privacy rights, and other legal protections
• You are responsible for determining your legal rights to use such data
• We make no representations regarding your rights to use Third-Party Data
• You assume all risks associated with your use of Third-Party Data

5.4 Our Intellectual Property

The Service, including its software, algorithms, AI models, user interface, design, and all underlying technology, is owned by Topliner Group B.V. and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service. You may not:

• Copy, modify, adapt, or create derivative works from the Service
• Reverse engineer, decompile, or attempt to extract source code
• Remove or alter any copyright, trademark, or proprietary notices
• Use our trademarks, logos, or brand elements without written permission

5.5 AI-Generated Content Disclaimer

AI-GENERATED CONTENT IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES. We do not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated summaries, analyses, scores, or recommendations. You are solely responsible for independently verifying all AI-generated content, making your own professional judgements, not relying solely on AI output for any decisions, and understanding that AI systems may produce errors, biases, or inaccurate results. We are not liable for any decisions, actions, or consequences resulting from your use of AI-generated content.

6. Service Availability and Modifications

We strive to provide reliable Service but do not guarantee uninterrupted access. We will provide advance notice for planned maintenance when possible. We may:

• Perform maintenance that temporarily interrupts the Service
• Modify, suspend, or discontinue features with reasonable notice
• Update the Service to improve functionality or security

We are not liable for any losses resulting from Service interruptions or modifications, except as set out in Section 10.

7. Data Protection and Your Role as Data Controller

7.1 Your Responsibilities as Data Controller

YOU ACT AS THE DATA CONTROLLER for all third-party professional data processed through the Service. We provide tools but do not control, direct, or make decisions about how you process such data.

As Data Controller, you are solely responsible for:

• Determining purposes and means of processing personal data
• Ensuring you have a lawful basis for processing under GDPR or other applicable laws
• Providing privacy notices to data subjects
• Implementing appropriate technical and organisational measures
• Responding to data subject access requests, deletion requests, and other data subject rights
• Conducting Data Protection Impact Assessments where required
• Notifying supervisory authorities of data breaches as required

7.2 Our Role as Data Processor

For third-party professional data, we act as a Data Processor providing technical infrastructure. We process such data only as necessary to provide the Service and in accordance with your instructions. We do not use this data for any secondary purpose.

7.3 Data Processing Agreement

Enterprise customers may request a separate Data Processing Agreement (DPA) by contacting [email protected]. In the event of a personal data breach affecting your data, we will notify you without undue delay and in accordance with our obligations under applicable law.

7.4 Data Retention and Export

We retain your project data for as long as your account remains active and for 90 days following account closure to allow for data export. Upon request, we will provide a complete export of your project data within 14 days.

8. Artificial Intelligence and Applicable Law

The Service uses artificial intelligence to assist with research and analysis. We comply with applicable AI regulations, including obligations under the EU AI Act (Regulation (EU) 2024/1689) applicable to us as a provider. AI-generated outputs are research tools and should always be subject to human review before being relied upon for any decision. We are not liable for decisions made solely on the basis of AI-generated outputs without human review.

9. Warranties and Disclaimers

THE SERVICE IS PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPLICITLY DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

• Merchantability: We do not warrant that the Service is suitable for your purposes
• Fitness for Purpose: We make no representations that the Service will meet your requirements
• Accuracy: We do not warrant the accuracy, completeness, or reliability of any data, content, or AI-generated output
• Availability: We do not guarantee uninterrupted, timely, secure, or error-free operation
• Third-Party Data: We make no representations about the legality, accuracy, or ownership of any third-party data accessed through the Service
• AI Systems: We do not warrant that AI systems will produce accurate, unbiased, complete, or reliable results

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

10. Limitation of Liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10.2 Excluded Damages

We shall not be liable for:

• Indirect or consequential damages, including loss of profits, revenue, or business opportunities
• Business decisions: hiring, recruitment, employment, or other decisions made based on Service use
• Third-party claims by candidates, employees, or regulatory authorities related to your use of the Service
• AI errors: inaccurate, biased, or incomplete AI-generated content
• Service interruptions, downtime, errors, or unavailability

10.3 Essential Basis

These limitations of liability are fundamental elements of the agreement between you and Topliner Group B.V. The Service would not be provided without these limitations.

11. Indemnification

Each party agrees to defend, indemnify, and hold harmless the other party from third-party claims arising from their own gross negligence, wilful misconduct, or material breach of these Terms.

You additionally agree to indemnify us against claims arising from your use of the Service in violation of applicable law, including data protection violations arising from your role as Data Controller, and from your employment or recruitment decisions.

We additionally agree to indemnify you against claims by third-party platforms arising from our own data collection methods, and against data protection authority actions caused by our own failure to comply with our obligations as Data Processor.

You may not settle any claim that affects us without our prior written consent. This indemnification obligation survives termination of these Terms.

12. Termination

Either party may terminate access to the Service by providing written notice. We will not terminate your account without reasonable notice except in cases of material breach, illegal activity, or immediate security threat. Upon termination, your right to access the Service ceases, any outstanding fees remain due, and we will make your project data available for export for 90 days following closure. Provisions that by their nature survive termination shall continue to apply, including confidentiality, intellectual property, indemnification, and liability limitations.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any disputes arising out of or related to them or the Service shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

13.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or related to these Terms or the Service shall be brought exclusively in the courts of Amsterdam, Netherlands.

13.3 Mandatory Negotiation

Before initiating any legal proceedings, you agree to first attempt to resolve the dispute informally by contacting us and engaging in good faith negotiations for at least 30 days. This does not prevent either party from seeking urgent interim relief from a competent court.

14. Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, government action, fire, floods, pandemics, or strikes. Force majeure does not include failures or actions by third-party data platforms that are a foreseeable commercial risk of our operations.

15. Changes to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 60 days' notice by email or through the Service before the changes take effect. If you do not agree to material changes, you may close your account during the notice period.

For non-material changes, we may update these Terms without prior notice by posting the modified Terms with an updated "Last updated" date. Your continued use of the Service after changes become effective constitutes your acceptance of the modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable Order Form or service agreement, constitute the entire agreement between you and Topliner Group B.V. regarding the Service and supersede all prior or contemporaneous understandings, agreements, and representations.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 No Waiver

Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. No waiver shall be effective unless in writing and signed by us.

16.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights without our prior written consent. We may assign our rights and obligations with 60 days' written notice. You have the right to terminate without penalty within 30 days of such notice if you have reasonable objection to the assignee.

16.5 Language

These Terms are drafted in English. Any translation is provided for convenience only. In case of conflict between the English version and any translation, the English version shall prevail.

17. Contact Information

For questions about these Terms, legal matters, or compliance issues, contact:

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.