LAST UPDATED: 15 May 2018Introduction
These are the terms of supply for services ordered on https://www.topia.com/ (Site). The Site is operated by or on behalf of Topia Limited and its subsidiaries and affiliates (we, us and our). We are a limited company, registered in England. Our registered company number is 07185976, and our registered office is at 6 Ramillies St, London, W1G 7TY. Our VAT registration number is GB 101 497 636.
Topia allows you to access information about the cities and countries to which you are relocating; gain access to service providers who can help you make your move; and facilitate the tax compliance, payroll, budgeting, and accounting of payroll expenses related to your global mobility (the "Services").
Your use and/or purchase of any of the Services offered on the Site is subject to these terms and by placing an order for any Service you agree to be bound by them, whether you pay for the Services directly or your Employer pays on your behalf. You should print a copy of these terms for future reference. Use of your personal information submitted to or via the Site is governed by our Privacy and Cookies Policy.
These terms were last updated on 15 May 2018.
WITH RESPECT TO RESIDENTS OF THE U.S., THESE TERMS REQUIRE THE USE OF ARBITRATION, ON AN INDIVIDUAL BASIS, TO RESOLVE ALL DISPUTES RATHER THAN CLASS ACTIONS AND/OR LITIGATION BEFORE A JUDGE OR JURY IN A COURT (AND YOU WAIVE YOUR RIGHT TO BRING OR FILE ANY LITIGATION IN A COURT, ON BEHALF OF YOURSELF OR OTHERS).
Using the Services for the first time
You must satisfy both of the criteria set out below in order to use the Services on this Site:
By using this Site, you confirm that you meet both of the criteria set out above. If your Employer has not provided you with access to this Site and has not directed you to use the Services, you should not use the Site.
Your Employer will nominate you and sign you up to use the Services. You will receive an activation link from Topia that include a one-time use access token. You will be required to set a secure password on your first log in to the Site.
After logging in, you can set up your personal profile by following the on-screen instructions.
You must keep your username and password confidential at all times and use it only to access and use your account and not for any other purpose. You are the only authorised user of your account (unless expressly specified otherwise in the relevant Service description on the Site) and, accordingly, you must not disclose your username and/or password to anyone else. You should contact us immediately upon discovering any unauthorised use of your account or error in the operation of your username and/or password (see Contacting us). Any breach of these terms and/or any use of your account by anyone to whom you disclose your username and/or password will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us.
Choosing a Vendor for Relocation Services
Once logged on to the Site, you may be able to view various suppliers of services for each stage of your Relocation Process (Vendors). To book one of these Vendors, please follow the on-screen instructions, or discuss with your Employer. In some cases, your Employer may have pre-defined vendors to be used and those will automatically be assigned in that case.
You should not rely on our recommendation of any Vendor and you should satisfy yourself that the Vendor is suitable for your purposes and is of sufficient quality and reliability.
Charges and payment
In most instances, your Employer will be responsible for the costs of the services provided by any Vendors you choose to use as part of your Relocation Process. However, in certain instances, for example where the budget provided by your Employer for your Relocation Process is not sufficient to cover the costs of the Vendors you have selected, you may need to pay any surplus costs yourself.
In connection with any payments you may make personally for any Services, Topia will in the first instance try to introduce you directly to the Vendors so that you can pay that Vendor directly for their services. Where this is not possible, Topia will take payment for those services on your behalf, acting as agent, and pass this payment on to the Vendor. Where applicable, you hereby authorise us to act as your agent in connection with the payment of fees for any Vendor.
Whether these payments are made directly to Topia or to Topia as agent to the relevant Vendor, all funds paid will be securely processed through a third party payment provider.
No Vendor services will be undertaken by the Vendor until payment has been received in cleared funds.
Changes to the Service, charges and terms
As it is our policy continually to review and update our Service offerings, we reserve the right to make changes to any Service, charges and/or to these terms from time to time, provided that no such change will affect any order you have already placed with us.
Service suspension and termination
We may, from time to time, with or without prior notice, temporarily suspend the operation of any Service and/or the Site (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.
You understand that the Services are provided to you because your Employer has entered into an Employer Contract. Should this Employer Contract come to an end, or terminate for any reason, your access to the Site and use of future Services shall terminate immediately.
We may at any time immediately suspend and/or terminate any Service and/or your use of your account and/ or your access to the Site if you breach any of these terms, or we have reasonable grounds to believe so.
To the extent you have already engaged a Vendor to provide you with services for your Relocation Process, and payment has been received for such services, termination of the Employer Contract will not affect the completion of these Vendor services.
Any personal data saved on the Site will be deleted, and any records of such data shall be destroyed, in accordance with the relevant provisions of the Employer Contract.
Upon termination of any Employer Contract or Service or your account, for any reason:
Access to the Site
We cannot guarantee the continuous, uninterrupted or error-free operability of the Site. There may be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.
What you are allowed to do
You may only use the Site in accordance with these terms. You may retrieve and display content from the Site on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link.
What you are not allowed to do
Except to the extent expressly set out in these terms, you are not allowed to:
You must only use the Site and anything available from the Site for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
All rights granted to you under these terms will terminate immediately in the event that you are in breach of any of them.
Intellectual property rights
All intellectual property rights in any content of the Site (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site. In the event you print off, copy or store pages from the Site (only as permitted by these terms), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.
Site features and content
We may change the format, features and content of the Site from time to time. You agree that your use of the Site is on an 'as is' and 'as available' basis and at your sole risk.
Whilst we try to make sure that content on the Site consisting of information of which we are the source is correct, you acknowledge that the Site may make content available which is derived from a number of sources, for which we are not responsible. In all cases, information on the Site is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Site and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Site or relying on any of its content. IF you are a U.S. resident, the Site is made available to you on an “As Is,” “Where Is,” and “Where Available” basis.
We cannot and do not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
The Site may, from time to time, allow you to upload user-generated content and may also allow you to communicate that content, either to selected recipients or in public areas, such as comments pages and/or message boards, (collectively User Content Areas). We do not control the material submitted to User Content Areas (collectively User Submissions), nor are User Content Areas actively moderated. You are solely responsible for the content of your User Submissions as submitted by you and acknowledge that all User Submissions express the views of their respective authors, and not our views.
If you participate in any User Content Areas, you must keep all User Submissions relevant to the purpose of the User Content Area and the nature of any topic.
User Submissions must not:
You agree that, by submitting any User Submission, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submission (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such User Submission.
Whilst we do not pre-screen User Submissions, we reserve the right, in our sole discretion, to delete, edit or modify any User Submission submitted by you and/or to close any topic, at any time without notice to you.
Complaints about the content of any User Submission must be sent to email@example.com and must contain details of the specific User Submission giving rise to the complaint.
Copyright Infringement Claims
The U.S. Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available from the Site infringe your copyright, you (or your agent) may send us a written notice by mail or e-mail, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available through the Site, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to our DMCA agent as follows: By mail to Elaine Foreman, Topia, 30 Maiden Lane, Suite 550, San Francisco, California 94108; or by e-mail to firstname.lastname@example.org. You can also reach our DMCA agent at the following phone number: 888.989.021.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. It is our policy to terminate, in appropriate circumstances, a Site user’s right to use the Site if we deem the user to be a repeat infringer.
The Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters.
Our liability (for individuals outside the United States)
Nothing in these terms shall limit or exclude our liability to you:
Subject to this, in no event shall we be liable to you for any business losses, and if you are a business customer, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising from any use of the Services shall not exceed the limit set out in the Employer Contract.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any Contract that is caused by events outside our reasonable control.
Limitation of our liability (for residents of the United States)
To the fullest extent permitted under applicable law: (a) we will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, under any contract, tort (including negligence), strict, liability or other theory, including damages for loss of profits, use or data, or loss of other intangibles, even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, we will not be liable for damages of any kind resulting from your use of or inability to use the Site or from any products or third-party materials made available through the Site, including from any virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site or any products or third-party materials is to stop using the Site; and (d) our maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to us to use the Site or $10. All limitations of liability of any kind (including in this section and elsewhere in these terms) are made for the benefit of both us and our affiliated entities and their respective successors and assigns.
Indemnity (for residents of the United States)
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless us and our affiliated entities, and our and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site; and (b) any violation or alleged violation of these terms by you.
Arbitration (for residents of the United States)
These terms are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to these terms or any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and you agree that we and you are each waiving the right to trial by a jury. Except as provided below regarding the class action waiver, such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge; However, as set forth below, the preceding arbitration requirement shall not apply to disputes to the extent relating to the interpretation or application of the class action waiver below, including its enforceability, revocability, or validity.
You agree that any arbitration under these terms will take place on an individual basis; class arbitrations and class actions are not permitted, and you are agreeing to give up the ability to participate in a class action. Notwithstanding anything to the contrary in this section or any other provision of these terms or in the American Arbitration Association’s Consumer Arbitration Rules, disputes regarding the enforceability, revocability, or validity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable shall be enforced in arbitration.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTAGE2021425&revision=latestreleased. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the provisions of these terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Important Note to New Jersey Consumers
If you are a consumer residing in New Jersey, the following provisions of these terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, punitive, special, exemplary, or consequential damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code, and New Jersey Consumer Fraud Act); (b) the limitation on liability for lost profits or loss or misuse of data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability, or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify us (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
You may not transfer or assign any or all of your rights or obligations under any Contract.
All notices given by you to us must be given in writing to the address set out at the end of these terms. We may give notice to you at either the email or postal address you provide to us when placing an order.
If we fail to enforce any of our rights, that does not result in a waiver of that right.
If any provision of these terms is found to be unenforceable, all other provisions shall remain unaffected.
These terms may not be varied except with our express written consent.
These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the Services.
For Users Outside the United States:
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and Wales.
You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms of service, their subject matter or formation (including non-contractual disputes or claims), the Services or the Site.
For Users in the United States:
Please submit any questions you have about these terms or an order you have placed or ordering in general, or any complaint or concern in relation to any Service ordered by email to email@example.com.