SELLER INTROS TERMS AND CONDITIONS

Seller Intros is a trading name of TopRev.

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 Seller Intros at

[email protected].

1.2 Upon receipt of valid notice, Seller Intros 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 Seller Intros 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 initial 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 Seller Intros 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 all 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; and (c) is located within the Chosen Area;

"Services" means the services described in Clause 4;

"Trial Fee" means the non-refundable fee of USD $75 payable by the Client on the Start Date for an initial package of three (3) Leads;

"Start Date" means the date on which the Client makes the initial payment;

"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. The words "including" and "includes" shall be construed as meaning "including without limitation." 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, 7, 9, 10, 11, 12, and 13.

4. SELLER INTROS' DUTIES

4.1 Seller Intros 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 Seller Intros shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards.

4.3 Seller Intros 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, or responsiveness beyond the Qualification Criteria set out in Clause 2.2.

5. CLIENT DUTIES

5.1 The Client shall complete the onboarding form to confirm the Chosen Areas prior to the commencement of Lead delivery.

5.2 The Client shall watch the onboarding video provided by Seller Intros during the onboarding process and submit the form confirming they have done so.

5.3 If requested by Seller Intros, the Client shall confirm whether a Lead meets the Qualification Criteria and provide reasons if it considers that the Lead does not meet the Qualification Criteria. If the Client continues with a Lead despite it not meeting the Qualification Criteria, that Lead shall be deemed accepted and billable.

5.4 Any Lead contacted for purposes other than verifying whether it meets the Qualification Criteria shall be deemed accepted and billable.

5.5 The Client is solely responsible for compliance with all laws applicable in its jurisdiction in connection with its use of the Leads.

5.6 If additional zip codes are required to continue delivering the Services effectively, Seller Intros may, acting reasonably, select and add zip codes geographically adjacent to the existing Chosen Area. Any such zip codes shall form part of the Chosen Area for the purposes of this Agreement.

6. FEES AND PAYMENT

6.1 On the Start Date, the Client shall pay a non-refundable Trial Fee of USD $75 for an initial package of three (3) Leads.

6.2 The Client hereby authorizes Seller Intros to automatically charge the payment method on file at USD $75 per Lead for each Lead delivered following the initial package, unless and until the Client cancels in accordance with Clause 1.

6.3 All payments shall be processed via Seller Intros' designated payment processor.

6.4 All Data Fees are non-refundable. Any chargeback or payment dispute raised by the Client in respect of Services properly delivered under this Agreement shall constitute a material breach, entitling Seller Intros to recover any costs reasonably incurred as a result.

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

7. LEAD REVIEW AND REPLACEMENT

7.1 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.

7.2 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.

7.3 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.

7.4 Any Lead in respect of which a replacement request is not submitted in strict compliance with this Clause 7 shall be deemed accepted in full.

7.5 Seller Intros shall review valid requests within 10 working days and, acting reasonably and in good faith, determine whether a replacement is warranted. Where a replacement is not approved, Seller Intros shall provide brief written reasons.

7.6 Approved replacements shall be applied by way of credit or adjustment in a subsequent billing period. No cash refunds shall be issued under any circumstances.

8. INTELLECTUAL PROPERTY

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

9. 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.

10. DATA PROTECTION

10.1 Each Party shall comply with all applicable data protection and privacy laws in connection with its activities under this Agreement.

10.2 The Client is solely responsible for ensuring that its use of Lead data complies with all data protection laws applicable in its jurisdiction.

10.3 Seller Intros shall handle personal data received in connection with this Agreement in accordance with applicable Netherlands law, including the General Data Protection Regulation (EU) 2016/679.

11. LIMITATION OF LIABILITY

Without prejudice to Seller Intros' obligations under this Agreement, including to provide the Services, the Client hereby irrevocably acknowledges, accepts and agrees that the outcomes of the Services, by their very nature, are unpredictable, and that Seller Intros is under no obligation and has no liability to the Client whatsoever in respect of any such outcome (including, for example, in respect of whether any Lead results in a listing, transaction, sale or commission, or any consequential commercial outcome for the Client), and expressly makes no representation or warranty whatsoever to the effect that any result, outcome, or objective in respect of any of the Services shall be achieved, be achievable, or be attained, by any date or at all, whether during or after the Term, or at all, unless and to the extent otherwise expressly set out in these General Terms.

Seller Intros shall have no liability for any claims, losses, damages, costs, or expenses arising out of or in connection with the Client's use of or communications with any Lead, including any claims brought against the Client by a Lead or any third party.

Seller Intros' total aggregate liability under this Agreement shall not exceed the Data Fees paid by the Client in the one (1) month preceding the event giving rise to the claim.

12. INDEMNITY

The Client shall indemnify and hold harmless Seller Intros and its directors, officers, employees, contractors, agents, partners, and affiliates against all claims, liabilities, losses, damages, and expenses arising from the Client's use of the Leads or breach of any 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. VARIATION

14.1 Seller Intros may vary these General Terms (including the Data Fees, the Services, and any other provisions) at any time by giving the Client not less than fourteen (14) days' written notice by email to the Client's registered email address.

14.2 Any such variation shall take effect from the date specified in the notice. Continued use of the Services, or payment of any Data Fee, after the effective date of the variation shall constitute the Client's acceptance of the varied terms.

14.3 If the Client does not accept a variation, the Client's sole remedy is to cancel this Agreement in accordance with Clause 1 before the variation takes effect.

15. GENERAL

15.1 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.

15.2 Nothing in this Agreement purports to exclude liability for any fraudulent statement or act.

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

15.4 A person who is not a party to this Agreement shall have no rights under this Agreement to enforce any term of it.