Topner Terms and Conditions

Last updated: April 26, 2026 Version: 2.0

Preliminary note for the reader. This document explains the rules governing the contracting and provision of services offered under the Topner brand. It is drafted in accordance with Peruvian legal regulations and with reference to generally accepted international contracting practices. Legal terms used are accompanied, where useful, by a brief explanation in plain language. The acceptance of these Terms is part of the contract and binds both parties equally.

1. Identification of the Service Provider

The services marketed under the Topner brand are provided by a natural person domiciled in Peru, who holds a Unique Taxpayer Registration (RUC) with SUNAT and issues payment receipts through electronic receipts for professional fees.

The use of the Topner brand corresponds exclusively to the Service Provider. Until such time as the brand obtains its definitive registration, references to “Topner” in these Terms should be understood as referring to the commercial name under which the Service Provider identifies its services.

2. Definitions

For ease of reading, the following shall be understood as:

• Service Provider: William Piero Tokunaga, a natural person operating under the Topner brand.
• Client: A natural or legal person who contracts any of the services offered by the Service Provider.
• Parties: The Service Provider and the Client, jointly.
• Services: Web design and development activities described in Section 4.
• Project: Concrete work commissioned by the Client, with scope, deadlines, and price defined in the Contract.
• Contract: A written document (physical or electronic) that formalizes a particular Project and supplements these Terms.
• Deliverable: Any result, partial or final, that the Service Provider delivers to the Client in execution of the Project.
• Revision: A formal request from the Client to modify a Deliverable within the contracted scope.
• Site: The official website where these Terms are published.

3. Acceptance of Terms and Contract Formation

3.1 Acceptance

The contracting of the Services implies the full and unconditional acceptance of these Terms by the Client. Acceptance may be expressed in any of the following forms, all valid:

• Manuscript or electronic signature of the Contract;
• Acceptance through electronic means (email, messaging, forms) that allow the Client’s intent to be verified;
• Payment of the advance provided for in Section 6, which constitutes an unequivocal act of acceptance.

3.2 Legal framework for electronic contracting

Electronic contracting of the Services is governed by the Peruvian Civil Code (Legislative Decree No. 295) and by Law No. 27291, which recognizes validity to manifestations of intent expressed through electronic means. Digital signatures and certificates, when used, are subject to Law No. 27269.

3.3 Project Commencement

The Project is considered formally commenced when both conditions are met:

1. The Contract has been accepted by both Parties (physical signature, electronic signature, or equivalent ratification); and
2. The Client has made the advance payment provided for in Section 6.

4. Service Scope

The Service Provider offers the following services:

• Web design.
• Web development.
• Construction of commercial websites.
• Landing pages.
• Compact commercial websites.
• Simple web applications, subject to prior feasibility assessment.

The specific scope of each Project, including deliverables, deadlines, contracted package, number of revisions, and price, is defined in the corresponding Contract. Anything not expressly provided for in the Contract does not form part of the Service.

5. Exclusions

Unless expressly agreed in writing otherwise, the Service does not include:

• Complex e-commerce;
• Complex integrations with third-party platforms, APIs, or systems;
• Complex custom software;
• Complex copywriting (may be contracted as an additional service, subject to separate quotation);
• Graphic design outside the web environment (stationery, comprehensive branding, printed material);
• Purchase, registration, or renewal of domains and hosting services;
• Migration of databases or pre-existing content, unless agreed in the Contract;
• Continuous marketing management, advanced SEO, or digital advertising campaigns;
• Technical support outside the maintenance period provided for in Section 13.

Any functionality or task not expressly contemplated in the Contract is considered outside the scope.

6. Payments and Billing

6.1 Payment Method

The Project price is paid in two installments, unless otherwise agreed in the Contract:

1. 50% at commencement, as an advance, before work begins.
2. 50% final, before publication or final delivery of the Project.

6.2 Payment Medium

The currently accepted payment medium is USDT (Tether) through Binance. The Service Provider may enable other payment methods in the future, which will be communicated to the Client.

6.3 Reference Currency and Conversion

The price is expressed in United States dollars (USD) or its equivalent in USDT at the date of payment. For purposes of Peruvian tax and accounting, conversion to soles (S/) is made at the exchange rate applicable in accordance with SUNAT regulations in effect on the date of issuance of the receipt for professional fees.

The Client acknowledges that digital assets such as USDT do not constitute legal tender in Peru and assumes the inherent risks of their use, including operational risks of the chosen platform and possible fluctuations in their value.

6.4 Payment Receipt

The Service Provider shall issue an electronic receipt for professional fees for each payment received, in accordance with the applicable regime for natural persons with RUC before SUNAT.

6.5 Advance Refund

The advance is refundable in the cases provided for in the Contract. In the absence of specific agreement, refund does not proceed once work has begun, unless the cause is attributable to the Service Provider. Operating costs already incurred (including transaction fees of the payment platform) are non-refundable.

6.6 Default and Non-Payment

Non-performance of final payment entitles the Service Provider to:

• Suspend final delivery and retain the Deliverables until payment is regularized;
• Not transfer patrimonial rights over the Project to the Client, in accordance with Section 9;
• Demand payment through the corresponding legal channels.

7. Deadlines and Deliverables

The deadlines for each Project are established in the Contract and are calculated from the formal commencement of the Project (Section 3.3). Deadlines may be suspended when the Client:

• Does not timely submit required information, content, or access;
• Does not formulate observations within agreed timeframes;
• Does not make committed payments.

The suspension of deadlines does not alter the contractual obligation to make payments, which remain due on their scheduled dates. If requested by the Client, the Service Provider may grant extensions in writing, which will be reflected in an amended Contract or written communication.

8. Revisions

8.1 Number and Definition

The number of revisions for each Project is specified in the Contract. A revision is a formal request from the Client to modify a Deliverable, provided it:

• Falls within the scope contracted;
• Does not imply changes in the architecture, structure, or fundamental design;
• Does not increase the scope beyond that expressly agreed.

8.2 Beyond the Agreed Scope

Requests that exceed the agreed scope or exceed the number of revisions are considered additional work and are charged according to the Service Provider’s quotation for additional services, agreed separately.

8.3 Revision Timeline

Revisions are incorporated within the timeframes specified in the Contract. The Client must formulate observations clearly and in writing, indicating precisely the elements requiring modification.

9. Intellectual Property and Transfer of Rights

9.1 Service Provider’s Rights

The Service Provider retains full intellectual property rights over:

• The design methodology, processes, and work systems developed in the course of the Project;
• Preliminary designs, sketches, documentation, and ideas presented but not finally delivered;
• Libraries, frameworks, code, components, or tools developed for general use or for third parties, even if modified for the Project;
• The structure, architecture, and underlying code of the Project, except as otherwise agreed in writing.

9.2 Transfer of Rights to the Client

Upon full payment of the Project price, the Service Provider grants the Client a perpetual, non-exclusive, non-transferable license to use the finished Project (design and code) for lawful purposes compatible with its original intent. This transfer does not include:

• The underlying methodologies or tools;
• The right to modify or derivative works unless expressly agreed;
• The right to transfer the license to third parties without prior written authorization.

9.3 Third-Party Content and Tools

The Project may include content, designs, or tools from third parties (fonts, icons, libraries, photographs, etc.). The Service Provider includes only those elements with valid licenses. The Client is responsible for ensuring that its own content (text, images, data) does not infringe third-party intellectual property rights.

9.4 Moral Rights

The Service Provider retains moral rights over the Project, and may, in appropriate circumstances, claim authorship or request removal of credit or modification of the work, except where prohibited by law or legitimately waived in writing.

10. Data Protection and Privacy

10.1 Responsibility for Data

The Client is solely responsible for:

• Lawfulness of the content, data, and information included in the Project;
• Compliance with data protection regulations applicable to the Client’s jurisdiction, including Law No. 29733 (Personal Data Protection Law) and other applicable legislation;
• Obtaining prior informed consent from any individuals whose personal data is processed by the Project;
• The accuracy, completeness, and legality of the information provided to the Service Provider.

10.2 Service Provider’s Data Handling

The Service Provider processes data provided by the Client only for purposes of executing the Project. The Service Provider adopts standard security measures to protect such data but does not assume responsibility for data breaches caused by negligence of the Client, third parties, or force majeure events.

10.3 Data Retention

Upon termination of the Contract, the Service Provider may retain the Project and associated data for a period not exceeding ninety (90) days, after which it will be deleted, unless legal obligations or the Contract provide otherwise.

11. Warranty and Availability

11.1 Limited Warranty

The Service Provider warrants that the Deliverables will be executed in a professional and workmanlike manner, free of defects reasonably attributable to the Service Provider’s development, within the three (3) months following final delivery, as provided in Section 13 (Post-Delivery Maintenance).

11.2 No Warranty for Third-Party Services

The Service Provider does not warrant:

• The continuous or uninterrupted availability of hosting services, domains, or third-party platforms;
• The performance of third-party tools, libraries, or APIs;
• The absence of bugs in third-party code or services;
• Compliance with specific performance standards unless explicitly contracted.

11.3 No Other Warranties

Except as expressly stated in this Section, the Service Provider makes no other warranties, express or implied, regarding the Services, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

12. Client Obligations

The Client undertakes to:

1. Provide accurate and timely information, content, and access necessary for the Project’s execution.
2. Review deliverables within agreed timeframes and formulate observations or revision requests promptly.
3. Comply with payment deadlines provided in Section 6.
4. Formulate observations and revision requests within the timeframes and mechanisms defined in the Contract.
5. Maintain a respectful, professional, and good-faith manner in all communications with the Service Provider.
6. Assume responsibility for the selection and contracting of third-party services (hosting, domains, email, external platforms, payment gateways, etc.) and for associated costs.
7. Comply with applicable regulations governing its activity, including consumer protection, intellectual property, and data protection laws.

13. Maintenance After Delivery

The Service Provider includes a three (3) month maintenance period from final delivery, the scope of which is defined in the Contract and generally comprises the correction of errors reasonably attributable to the delivered development. Requests made during this period are not computed as revisions.

Maintenance does not include new features, design changes, failures attributable to third parties, or resulting from modifications made by the Client or by persons not authorized by the Service Provider.

14. Limitation of Liability

14.1 Exclusions from Liability

The Service Provider shall not be liable for:

• Commercial losses, lost profits, moral damages, or indirect or consequential damages to the Client;
• Failures, interruptions, or non-performance attributable to third parties (hosting providers, domain providers, payment gateways, email services, external libraries, among others);
• Failures of servers or infrastructure services chosen by the Client;
• Content provided by the Client, its veracity, legality, or accuracy;
• Modifications made to the Project by the Client or by third parties without the Service Provider’s involvement.

14.2 Limitation of Liability Cap

In any case, and except for willful misconduct or inexcusable negligence, the Service Provider’s total liability to the Client is limited to the amount actually paid by the Client under the Contract from which the claim derives.

14.3 Suspension or Termination for Misconduct

The Service Provider may suspend or terminate the Service, without obligation to refund amounts already paid, if the Client engages in any of the following conduct, duly substantiated:

• Verbal, written, or physical aggression;
• Contractual bad faith;
• Humiliating, degrading, or disrespectful treatment;
• Discrimination of any kind.

In such cases, the Service Provider may, further:

• Retain the advance received as compensation for work performed and damages caused;
• Demand payment of the remaining balance through the appropriate legal channels.

14.4 Consumer Rights

When the Client acts as a final consumer within the meaning of the Consumer Protection Code (Law No. 29571), the limitations set forth in this Section shall apply only to the extent permitted by such law, without affecting the inalienable rights recognized by such law to the consumer.

15. Force Majeure and Fortuitous Events

Neither Party shall be responsible for non-performance or delay in its obligations when such derives from fortuitous event or force majeure, in accordance with Article 1315 of the Peruvian Civil Code. These include, without limitation: natural disasters, armed conflicts, acts of authority, prolonged interruptions of essential services, massive cyberattacks, and declared health emergencies.

The affected Party shall notify the other as promptly as possible and adopt reasonable measures to mitigate the impact. If the event persists for more than thirty (30) calendar days, either Party may terminate the Contract without penalty, settling the work actually performed until that time.

16. Dispute Resolution

16.1 Direct Treatment

The Parties shall attempt to resolve in good faith, through direct treatment, any controversy arising from the Terms or the Contract, within a reasonable period of no less than fifteen (15) calendar days from formal communication of the conflict.

16.2 Conciliation or Arbitration

If direct treatment does not succeed, the controversy shall be submitted, at the election of the claimant party, to one of the following mechanisms:

• Extrajudicial conciliation before a Conciliation Center duly authorized by the Ministry of Justice and Human Rights, in accordance with Law No. 26872;
• Online arbitration administered by a recognized arbitration chamber, in accordance with Legislative Decree No. 1071, Arbitration Law.

The claimant party assumes the initial cost of the proceedings, without prejudice to attorney’s fees and costs that may result from the final decision.

16.3 Judicial Remedy Subsidiary

If for duly justified reasons it were not possible to initiate or conduct the mechanisms provided for in clause 16.2, the Parties submit to the jurisdiction of the Civil Courts and Chambers of the Judicial District of Lima, renouncing any other jurisdiction that might be applicable to them.

17. Contract Termination

The Contract may be terminated in the following cases:

1. By mutual written agreement between the Parties.
2. By material breach of one Party, following notice with a reasonable period to remedy.
3. By misconduct of the Client, in accordance with Section 14.3.
4. By prolonged force majeure, in accordance with Section 15.
5. By other causes provided for in law or in the Contract.

Termination does not relieve the Client of payment for Services actually rendered nor releases the Parties from obligations that, by their nature, must survive the termination of the relationship (in particular, those related to intellectual property, confidentiality, data protection, and dispute resolution).

18. Continuity of Service

If in the future Topner were to be established as a legal entity, the rights and obligations arising from these Terms and from existing Contracts shall be automatically assigned to such legal entity, without need for novation. The Client, through acceptance of these Terms, provides advance consent to such assignment, in line with Articles 1206 and following of the Peruvian Civil Code. The change of ownership will be communicated in a timely manner.

19. Modifications

The Service Provider may modify these Terms to adapt them to regulatory, technical, or operational changes. Modifications are published on the Site and take effect from publication, without retroactive effect on Contracts already concluded, which shall continue under the Terms in force at the time of their conclusion, unless the Client expressly accepts the new ones.

20. Applicable Law and Jurisdiction

These Terms and the Contracts concluded within its framework are governed by and interpreted in accordance with the laws of the Republic of Peru.

Without prejudice to the mechanisms provided for in Section 16, the Parties submit to the jurisdiction of the Civil Courts and Chambers of the Judicial District of Lima.

21. Final Provisions

21.1 Communications

Communications between the Parties shall be conducted through the channels designated in the Contract (email, professional messaging platforms, or others). Notices sent to these channels are considered validly notified.

21.2 Assignment

The Client may not assign its contractual position without the prior written consent of the Service Provider. The Service Provider may assign it in the framework of Section 18.

21.3 Independence of Clauses

If any clause of these Terms is declared null, invalid, or inapplicable by a competent authority, the remaining clauses shall remain in full force. The Parties shall endeavor to replace the affected clause with another that respects its economic and legal purpose.

21.4 Entire Agreement

These Terms, together with the Contract, constitute the entire agreement between the Parties with respect to the contracted object and prevail over any agreement, offer, or prior communication, verbal or written.

21.5 Language

These Terms are drafted in Spanish, a language that shall prevail over any unofficial translation.

Topner — Commercial brand in the process of registration. Services provided by William Piero Tokunaga, natural person with RUC, Lima, Peru.