B2B Terms of Service

1. Parties and B2B-only service

The intended supplier is TODO — confirm legal entity name, trading as NLTOP. Services are offered only to businesses and professional customers, not consumers. The contracting client must be identified in the signed proposal or statement of work.

2. Service description and scope

NLTop provides B2B market research, buyer-readiness, CRM implementation, sales-development support and opportunity qualification services for established construction contractors entering the Dutch market. NLTop does not recruit or employ workers, supply personnel, execute construction work, or enter into contracts on behalf of clients. The client remains responsible for pricing, proposals, contracts, personnel, regulatory compliance and delivery of its services.

The agreed scope, target market, deliverables, assumptions, review rhythm, channels and acceptance criteria will be stated in the proposal or statement of work. Anything outside that scope requires written agreement.

The intended commercial sequence is a buyer-readiness assessment, an optional eight-week market-entry pilot and, only where the evidence supports it, an optional continuing pipeline service. Each step requires its own written scope or acceptance and NLTop may recommend that the client reposition or stop.

3. Client responsibilities

The client is responsible for:

• providing accurate service, capability, territory, pricing and reference information;
• approving the target profile, claims, scripts, channels and contact rules;
• responding to qualified opportunities and making commercial decisions in time;
• all quotations, negotiations, contracts, personnel, permits, regulatory compliance and delivery;
• lawful instructions and access to client systems, data and materials;
• reviewing and correcting information before it is used externally.

4. No guarantee and no authority to bind

NLTop does not guarantee leads, appointments, proposals, contracts, revenue or any purchasing decision. Outcomes depend on third parties, the client's offer, market conditions, pricing, responsiveness and delivery capability. NLTop has no authority to accept work, agree pricing, sign a contract, make a warranty or otherwise bind the client unless a separate written authority expressly says so.

5. No staffing or construction responsibility

NLTop is not a recruitment or temporary-employment agency, does not recruit, employ or supply personnel, and does not act as the contractor or subcontractor on construction work. NLTop has no responsibility for site personnel, construction means and methods, health and safety, technical compliance, permits or project delivery.

6. Fees and payment

The website may display validation pricing for the assessment, pilot and continuing service. The signed commercial document remains authoritative and will state the final fee, scope, currency, taxes, invoicing dates, payment term, approved expenses and any consequences of late payment. Displayed website pricing does not create an engagement without written acceptance.

7. Intellectual property and data ownership

The client retains ownership of its pre-existing materials and its client-specific business, account and pipeline data. NLTop retains ownership of its pre-existing and generic systems, templates, data models, workflows, know-how and methodology. Rights in bespoke deliverables, licences and permitted reuse must be defined in the signed scope. Neither party may use the other party's name or logo publicly without permission.

8. Confidentiality

Each party should protect non-public commercial, technical and operational information with reasonable care, use it only for the engagement, and disclose it only to people who need it and are subject to suitable duties. Standard exceptions should apply to information already known, public without breach, independently developed or lawfully received from another source.

9. Data protection and software providers

Each party must meet its applicable data-protection and communication obligations. Where NLTop processes personal data for the client, the parties should sign appropriate processor terms. The client authorises only the software providers and subprocessors identified through the agreed service documentation, subject to the required contractual and transfer safeguards.

10. Term and termination

The start date, initial term, renewal, notice period and termination rights will be stated in the signed commercial document. Either party should be able to terminate for an uncured material breach after reasonable written notice, and immediately where continued performance would be unlawful. Accrued payment, confidentiality, IP, data return/deletion and liability provisions should survive where appropriate.

11. Reasonable limitation of liability

Subject to mandatory law and the final contract, neither party should be liable for indirect or consequential loss, loss of profit, revenue, opportunity or goodwill. An appropriate aggregate liability cap and exclusions for matters that cannot lawfully be limited must be set in the signed terms after legal review. No cap is established by this draft.

12. Applicable law and disputes

Applicable law: TODO — confirm applicable law. Competent court or dispute forum: TODO — confirm competent court or dispute forum. The parties should first try to resolve a dispute through good-faith commercial discussion before formal proceedings, except where urgent relief is needed.