Terms and conditions Topscriptie B.V.

General Terms and Conditions Topscriptie B.V.

Article 1 Definitions

1. In these General Terms and Conditions, the following definitions apply:
   • Topscriptie: a service provider for thesis guidance and related matters, located and operating in Schiedam, registered in the Trade Register under number 78762723.
   • Student: the natural person who has entered into an agreement with Topscriptie.
   • Parties: Topscriptie and Student.
   • Agreement: the written agreement between the Parties for the execution of the Assignment, including the conditions under which the Assignment will be executed.
   • Assignment: part of the agreement applicable between the Parties, consisting of a task to be performed by Topscriptie for the benefit of the Student, including Online Thesis Guidance and Location Thesis Guidance.
   • Online Thesis Guidance: thesis guidance and related activities conducted via, for example, but not limited to, email, Skype/Teams/Zoom/Google, or phone.
   • Location Thesis Guidance: thesis guidance and related activities conducted through a physical appointment at a location in the Netherlands or another agreed-upon country.
   • Guidance Hour: a time unit of sixty minutes, either in the form of Online Thesis Guidance or in the form of Location Thesis Guidance.
   • Online Community: the secure environment where the Student can register, view and modify their data, and purchase and check Guidance Hours.
   • Guides: the thesis guide assigned to the Student by Topscriptie.
   • These General Terms and Conditions apply to all Agreements between Topscriptie and Student, all work performed by Topscriptie for the benefit of the Student, and all Assignments from the Student to Topscriptie.
   • The Student explicitly declares that these General Terms and Conditions have been provided to them prior to the Assignment. The Student further explicitly states that they have understood the content of these General Terms and Conditions and agrees explicitly to all provisions in these General Terms and Conditions.
   • The Privacy Statement of Topscriptie forms an integral part of these General Terms and Conditions.

Article 2 Offers and Quotations

1. The offers made by Topscriptie are non-binding unless expressly agreed otherwise and are valid for 30 days unless stated otherwise.
2. The first intake conversation between Student and Topscriptie and/or Guide, if conducted by phone or online, is non-binding unless expressly stated otherwise in writing.
3. All amounts mentioned in offers and quotations are in Euros.
4. A composite price quotation does not obligate Topscriptie to perform a portion of the Assignment for a corresponding part of the quoted price.

Article 3 Execution of the Agreement

1. An Agreement between Parties is established at the moment when the Student purchases Guidance Hours via the Online Community.
2. Topscriptie will execute the Agreement to the best of its ability and in accordance with good craftsmanship standards.
3. Topscriptie is obligated to make efforts. Topscriptie never guarantees that a specific result will be achieved with its services.
4. Topscriptie ensures that work is carried out by qualified Guides. If deemed appropriate, Topscriptie may engage qualified third parties for executing work under the Agreement.
5. The dates and manner in which work will be performed by Topscriptie for the benefit of the Student will be established in consultation between the Student and Guide and/or Topscriptie.
6. The Student is responsible for providing all data and documents that Topscriptie and/or Guide indicates are necessary or which the Student reasonably should understand are necessary for executing the Agreement in a timely manner.

Article 4 Modification of the Agreement

1. If it becomes necessary to modify or supplement work during execution of the Agreement for proper performance, Parties will timely adjust the Agreement accordingly through mutual consultation.
2. If Parties agree that modifications or supplements will be made to the Agreement, this may affect the completion date of the Assignment. Topscriptie will inform the Student as soon as possible.
3. If modifications or supplements to the Agreement have financial or qualitative consequences, Topscriptie will inform the Student beforehand.
4. Such modifications take effect 30 days from when Topscriptie informs the Student about them. In such cases, the Student has the right to unilaterally terminate the Agreement.

Article 5 Right of Withdrawal and Exercise of Withdrawal Right

1. The Student has the option to terminate the Agreement without giving reasons within fourteen days. The fourteen-day period starts on the day of entering into the Agreement.
2. If the Student wishes to exercise their right of withdrawal, they must notify Topscriptie within this period using either Topscriptie’s model withdrawal form or another unambiguous (electronic) method.
3. Upon receipt of such notification as mentioned in paragraph 2 of this Article, Topscriptie will promptly send a confirmation of receipt.
4. With exceptions as mentioned in paragraphs 5 and 6 of this Article, Topscriptie will refund all payments received from the Student without delay but within 14 days following notification of withdrawal by the Student.
5. If Topscriptie has partially performed work under an Assignment during this fourteen-day period AND if the Student has consented to begin work within this period, Topscriptie is never obliged to refund an amount equivalent to what has been performed under that portion of work to the Student.
6. In such cases, Topscriptie only refunds any uncompleted part of an Assignment to Student equivalent to one or more Guidance Hours or a unit thereof. For consumed guidance hours, standard hourly rates apply.
7. If Topscriptie has fully performed work under an Assignment during this fourteen-day period, then this right of withdrawal described in this Article fully lapses.
8. In cases where situations as mentioned in paragraphs 5 and/or 6 occur, the Student hereby declares to fully or partially waive their right of withdrawal as described in this Article.
9. For refunds under this Article, Topscriptie uses the same payment method that was used by the Student unless agreed otherwise by them. Refunds are free of charge for Students.

Article 6 Contract Duration; Execution Period

1. The Agreement between Topscriptie and a Student is entered into for a fixed term as agreed upon by both Parties unless otherwise resulting from its nature or expressly agreed otherwise in writing by Parties.
2. If a term has been agreed upon within which certain work must be completed during its duration, this shall never be considered a fatal term.

Article 7 Fees and Execution of Online Thesis Guidance and Location Thesis Guidance

1. The Parties always agree on a fixed fee per Guidance Hour when entering into the Agreement.
2. If no fixed rates have been agreed upon, Topscriptie applies the hourly rate as stated in the quotation.
3. Location Thesis Guidance costs at least one Guidance Hour or longer per session.
4. A purchased Guidance Hour or Guidance Hours is/are valid for a maximum of two years from the date of purchase of the Guidance Hour(s).
5. After this two-year period, any unused purchased hours will expire.
6. Transaction costs are charged for each purchase of Guidance Hours for using the Online Community by the Student.
7. If the Student does not use a scheduled Guidance Hour or Guidance Hours without timely notification, one (1) Guidance Hour will still be billed. Timely notification means at least 48 hours before the start of the scheduled Guidance Hour(s).
8. There will be no crediting of hour balances, except in cases of force majeure. An example for using the fee: Suppose a client purchases 5 online hours; they will be charged 5 x €69. If later they want to purchase an additional 2 hours, they will be charged 2 x €75. Each transaction incurs €3.99 in transaction costs for using the online community.
9. Topscriptie reserves the right to change its rates as well as the amount of transaction costs from time to time. If Topscriptie intends to change its rates and/or transaction costs, it will notify one month before the effective date of the changes. In such cases, the Student has the right to terminate the Agreement in writing within 4 weeks after this notification. The right to terminate lapses one month after announcing the new rate list and/or transaction costs.

Article 8 Payment, Invoicing, Arrangement, and Collection Costs

Article 8.1 Payment

1. Payment must be made before the commencement of work and is done online via the secure webshop in the Online Community. Payment can only occur afterwards if both Parties have agreed to this in a manner indicated by Topscriptie.

Article 8.2 Invoicing

1. If Parties have agreed on payment afterwards, this payment must occur within 14 days after sending the invoice.
2. Objections against the amounts billed do not suspend the Student’s payment obligation.

Article 8.3 Arrangement

1. The Student can submit a written request for establishing a payment arrangement if they are unable to pay the full invoice within the stipulated payment period. Submitting such a request does not suspend their payment obligation.
2. The payment arrangement can only be agreed upon after written approval from Topscriptie. Topscriptie reserves the right to refuse such a request without giving reasons.
3. An agreed payment arrangement is subject to the following conditions:
   • The total outstanding claim must be paid in installments within a previously agreed period.
   • Each installment must be received by Topscriptie before the agreed date.
4. If the Student fails to comply with the payment arrangement, Topscriptie reserves the right to unilaterally cancel the arrangement and demand immediate payment of the full outstanding amount. In that case, the agreed payment arrangement lapses, and further collection measures may be taken as stated in Article 8.4.
5. A payment arrangement cannot be requested retroactively and applies only to specific invoices for which the arrangement has been agreed upon.

Article 8.4 Collection Costs

1. If the Student fails to make payment, they are automatically in default by law. In that case, Topscriptie will suspend work until payment is made.
2. If the Student is in default or in breach of one or more of their payment obligations, statutory interest and all reasonable costs incurred for collection will be borne by the Student, including judicial and extrajudicial collection costs, with extrajudicial costs amounting to 15% of the invoice amount:

Article 9 Retention of Title

1. As long as Topscriptie has not received full payment regarding the documents delivered under the Agreement and the Assignment, the delivered documents remain the property of Topscriptie until full payment is made.

Article 10 Complaints Procedure

1. Complaints regarding the performed work must be reported by the Student directly, but in any case, within 7 days after the complaint arises, in writing to Topscriptie by sending an email to info@topscriptie.nl.
2. If the complaint arises after the completion of the work under the Agreement, the Student is obliged to report it within 7 days after the complaint arises.
3. The written complaint must contain as detailed a description of any shortcomings and evidence thereof as possible, so that Topscriptie can respond adequately.
4. If a complaint is justified, as determined by Topscriptie, it will perform the work under the Agreement again unless it has become demonstrably pointless for the Student; this must be communicated in writing by the Student.
5. Refunds for already consumed Guidance Hours are never possible unless there is a serious shortcoming in the work performed by Topscriptie.

Article 11 Termination, Suspension, and Dissolution

1. Both Parties can terminate the Agreement at any time in writing.
2. If the Student terminates the Agreement while Topscriptie has already commenced execution of the work, the Student is obliged to compensate all damages suffered by Topscriptie as a result of this termination.
3. The damages referred to in this article include compensation for already performed work and incurred costs, occupancy loss, profit loss, and consequential damage. The preliminary results of work performed up to that point will be made available to the Student conditionally.
4. If the Student has purchased Guidance Hours and terminates the Agreement before all Guidance Hours have been used, no refund of these Guidance Hours will take place unless there is a situation as mentioned in Article 13 of these General Terms and Conditions.
5. If Topscriptie terminates the Agreement prematurely, it will consult with the Student regarding the transfer of remaining tasks to third parties unless there are facts and circumstances underlying the termination that are attributable to the Student’s side. If transferring tasks incurs additional costs for Topscriptie, these will be charged to the client.
6. Topscriptie is entitled to suspend performance obligations under the Agreement or dissolve the Agreement if: (a) The Student does not fulfill their obligations under the Agreement fully or partially; (b) Topscriptie has good reason to fear that circumstances known after signing give good cause to fear that the Student will not fulfill their obligations under the Agreement. In cases where there is good reason to fear that the Student will only partially or improperly fulfill their obligations, suspension is only permitted to the extent that it justifies such shortcomings; (c) Circumstances arise that make fulfillment of the Agreement impossible or unreasonable.
7. If the Agreement is dissolved, Topscriptie’s claims against the Student become immediately due and payable.
8. If Topscriptie suspends compliance with its obligations, it retains its claims under law and under this Agreement.
9. Topscriptie is never liable for any damages resulting from suspension, termination, or dissolution of the Assignment or Agreement.

Article 12 Liability

1. Topscriptie and Student will consult with each other regarding how to execute the Assignment. Although the Assignment will be executed to the best of Topscriptie’s ability and in accordance with good practices, Topscriptie cannot guarantee results from its studies and advice provided under this Agreement.
2. Topscriptie bears no liability regarding, for example but not limited to, assessments by educational institutions regarding quality (including grades) of documents that Students write themselves such as essays, portfolios, theses, or educational outcomes achieved by Students.
3. Subject to these General Terms and Conditions, Topscriptie is only liable for damages resulting from serious shortcomings (in Dutch: tekortkoming in de nakoming van de Overeenkomst) in executing this Agreement if they result from failure to observe due care, expertise, and practices that can reasonably be relied upon during execution.
4. Topscriptie is never liable for indirect damages including consequential damages, lost profits, business damage, missed savings, and/or stagnation damage suffered by Students due to deficiencies in executing the Assignment.
5. Topscriptie is not liable for damages arising from incompleteness or inaccuracies of information provided by Students.
6. If Topscriptie is held liable for any damage, such liability is limited to a maximum of what was paid by the Student to Topscriptie over the past 6 months.
7. Topscriptie uses artificial intelligence (AI) to optimize and improve certain services. By agreeing to these general terms and conditions, Client/Student consents to use AI applications as long as this occurs within legal frameworks. Although Topscriptie takes all measures to ensure correct and safe operation of this technology, it accepts no liability for any damage arising from AI usage unless there is intent or gross negligence on its part (in Dutch: opzet of bewuste roekeloosheid).

Article 13 Force Majeure (in Dutch: overmacht)

1. The Parties are not obliged to fulfill any obligation if they are hindered from doing so due to a circumstance that is not attributable to fault and that does not fall under the law, a legal act, or commonly accepted views.
2. For the purposes of these General Terms and Conditions, force majeure includes, in addition to what is understood in law and jurisprudence, all external causes over which Topscriptie and/or the Student cannot exert influence, preventing Topscriptie and/or the Student from fulfilling their obligations. Such circumstances include but are not limited to: measures taken by any government authority, insufficient staffing due to illness, machine defects (including computers), technical failures, force majeure at suppliers of Topscriptie (including Guides), and loss of data in the broadest sense.
3. Topscriptie also has the right to invoke force majeure if the circumstance preventing (further) compliance occurs after Topscriptie was supposed to fulfill its obligations.
4. During the period that force majeure continues, the Parties can suspend their obligations under the Agreement. If this period lasts longer than two months, either Party is entitled to dissolve the Agreement without being obliged to compensate the other Party for damages.
5. To the extent that Topscriptie has partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, and if the fulfilled or yet-to-be-fulfilled portion has independent value, Topscriptie is entitled to invoice for the already fulfilled or yet-to-be-fulfilled portion separately. The Student is obliged to pay this invoice as if it were a separate agreement.

Article 14 Confidentiality

1. Both Parties are obliged to maintain confidentiality regarding all confidential information obtained from each other or from other sources in connection with the Agreement. Information is considered confidential if communicated as such by the other Party or if it follows from the nature of the information.

Article 15 Intellectual Property and Copyrights

1. Without prejudice to other provisions in these General Terms and Conditions, Topscriptie exclusively retains all rights and authorities concerning its services, Assignments, and resulting documents based on intellectual property. These intellectual property rights include, but are not limited to: all copyrights, patent rights, trademark and design rights, trade name rights, database rights, domain names, and other intellectual property rights in the broadest sense.
2. All documents provided by Topscriptie, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are intended solely for use by the Student and may not be reproduced, disclosed, or made known to third parties by them without prior written consent from Topscriptie unless otherwise follows from the nature of the provided materials.
3. Topscriptie retains the right to use knowledge gained from performing work for other purposes as long as no confidential information is disclosed to third parties.

Article 16 Retention Period for Materials

1. Topscriptie retains materials such as lesson documents, videos, and other digital files for a period of six (6) months after making these materials available to the Student. After this period expires, Topscriptie reserves the right to permanently delete the materials without further notice.
2. It is the responsibility of the Student to download all available materials within the six (6) month retention period and store them securely themselves. After this period expires, the Student can no longer claim access to materials or any form of return delivery by Topscriptie.
3. Topscriptie is not liable for any damage, loss of data, or other consequences arising from the Student’s failure to download and store materials in a timely manner.

Article 17 GDPR

1. Topscriptie processes (personal) data no longer or more extensively than necessary unless required by law or regulation. How it handles personal data can be read in its privacy policy.

Article 18 Final Provisions

1. The most recently deposited version of these General Terms and Conditions applies at all times or the version that was applicable at the time of entering into the Agreement.
2. If one or more provisions in these General Terms and Conditions are void or declared invalid, the remaining provisions shall remain fully applicable.
3. Topscriptie reserves the right to unilaterally change provisions in these General Terms and Conditions.
4. In the event of any discrepancy or inconsistency between the Dutch version and any translated version of these terms and conditions, the Dutch version shall prevail. This translated version is provided for convenience only and shall not be considered legally binding.

Article 19 Applicable Law and Disputes

1. Dutch law applies to every Agreement between Topscriptie and the Student.
2. Before resorting to a court of law, both Parties will make every effort to reach an acceptable solution for both Parties.
3. The court in the location of Topscriptie’s establishment has exclusive jurisdiction over disputes arising from this Agreement.