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Legal · Bundle 1 · Service Agreement
Eighteen clauses. The pre-paid model is in §5. The long-tenure grace SOP for failed payments is in §6. The refund-by-delivery rule is in §7. The Hong Kong governing-law and HKIAC arbitration clause is in §16. Read all eighteen before you pay your first invoice — paying it is your acceptance of these terms (§5).
Last updated 2026-04-30.
Buyer = the named legal entity in the Service Order. Toptronic = Toptronic Ltd, Hong Kong. Service = the TTPA engagement (Tier 0-4) described in the Service Order. TTPA = Trusted Personal Assistant — the named senior human operator assigned to Buyer. Voice-Match Interview = the 4-hour senior-labour onboarding session. Monthly CSV Deliverable = the weekly action-log compiled into the monthly invoice attachment.
Tier 1-3: 8 hours/day TTPA × 20 days/month under Buyer's LinkedIn account. Tier 0: one-off 60-minute senior diagnostic consultation (no service-restoration warranty). Tier 4: multi-TTPA quote-only engagement scoped per Service Order. The TTPA operating model is documented at /how-it-works/ and constrained by /legal/aup/.
Tier 1-3: month-to-month on a pre-paid, pay-to-renew basis. Each month renews only when Buyer pays the next pre-paid invoice on or before the calendar anchor (the day-of-month the engagement started); nothing is charged automatically. If Buyer does not pay, the Service simply lapses at the anchor — no cancellation step is required. Buyer may also cancel at any time via /account/. Tier 0: one-off, no renewal. Tier 4: per Service Order.
Pricing as published at /pricing/. Tier-change requests take effect at the next calendar anchor. Toptronic shall give Buyer at least 30 days' written notice of any price change, which takes effect at the next renewal after the notice period expires.
The Service is strictly pre-paid. No Service is delivered prior to settlement of the corresponding Tier invoice (or, for Tier 0, the Hosted-Page payment). The voice-match interview is scheduled only after that payment settles. Payment of any Toptronic invoice constitutes Buyer's signature to, and full acceptance of, this Agreement and all incorporated policies (/legal/dpa/, /legal/refund/, /legal/nda/, /legal/aup/, /legal/privacy/) then in force; the paid invoice serves as the signed customer agreement. If Buyer does not agree to any term, Buyer must not pay the invoice.
Standard SOP: dunning emails on D+0/+3/+7/+10; service suspended on D+10; auto-cancel on D+15. Long-tenure SOP (Buyers with at least 12 successful monthly settlements in the preceding 18 months): D+10 soft-suspend (drafts continue, posting paused); D+11 manager email; D+14 hard-suspend; D+15 manager phone; D+21 cancel. Abuse cap: long-tenure grace may be invoked at most once per 90-day window per Buyer.
Refund terms at /legal/refund/ are incorporated by reference. The 6-section delivery-aware matrix on that page controls.
One-click cancel at /account/. Cancellation takes effect at the end of the current calendar-anchor day (no charge for the next anchor). Pro-rata refund per /legal/refund/ §3 if cancelled mid-month.
The voice-match interview is a 4-hour senior-labour line item priced at USD 1,200. It is billed against the Tier pre-paid amount when delivered. If Buyer cancels within 7 days after the voice-match interview, the pre-paid amount is refunded minus this line per /legal/refund/ §2.
/legal/aup/ is incorporated by reference. AUP breach is grounds for immediate termination at Toptronic's discretion, with no refund of the pre-paid period and return of any Buyer-provided IP within 30 days.
A signed Mutual NDA at /legal/nda/ is required at engagement start. It survives termination of this Service Agreement for 24 months from the date of disclosure.
Buyer retains all Buyer-provided IP (brand assets, content briefs, customer lists, board minutes shared during voice-match). Toptronic retains all proprietary tooling (the TTPA Discovery binary, internal SOPs, training materials, the QSE deliverable templates). Buyer-named drafts authored by the TTPA on Buyer's behalf become Buyer's property on settlement.
Toptronic's aggregate liability under this Agreement is capped at twelve (12) months of fees paid by Buyer in the 12 months preceding the event giving rise to the claim. The cap does not apply to (a) wilful misconduct, (b) gross negligence, (c) breach of confidentiality, (d) liabilities that cannot be capped by applicable mandatory law.
Buyer indemnifies Toptronic against third-party claims arising from Buyer-provided content (e.g., defamation, IP infringement in Buyer-supplied material). Toptronic indemnifies Buyer against third-party claims arising from Toptronic's service-execution (e.g., the TTPA's own conduct under Buyer's LinkedIn account). Both subject to the §13 cap.
Neither party is liable for failure to perform caused by events beyond reasonable control (war, civil unrest, government action, infrastructure failure of a tier-1 provider, public-health emergency). The non-performing party shall notify the other within 5 business days and resume performance as soon as reasonably possible. Pro-rata refund per /legal/refund/ §4 applies during force-majeure suspension.
This Agreement is governed by Hong Kong law. Disputes shall be resolved by arbitration administered by the Hong Kong International Arbitration Centre under its administered rules. Sole arbitrator for disputes under USD 500,000; three-arbitrator panel above. The seat of arbitration is Hong Kong; language is English.
Notices to Toptronic shall be sent by email to jacques@toptronic.com with read-receipt requested. Notices to Buyer shall be sent to the email registered in /account/. Either party may update its notice address by giving 5 business days' prior written notice.
This Agreement (together with the Service Order, /legal/dpa/, /legal/refund/, /legal/nda/, /legal/aup/, /legal/privacy/) constitutes the entire agreement between the parties on its subject matter. If any clause is held invalid, the remaining clauses survive. Amendments must be in writing and signed by both parties.