Terms & Conditions

Lalaland B.V.

Article 1. Definitions

In these General Terms and Conditions the following terms are understood to mean: 

1.1 “General Terms and Conditions”: the terms and conditions included in this document as  applied by Lalaland B.V. 

1.2 “Intellectual Property”: copyrights (including personality rights) source codes,  neighboring rights, database rights, portrait rights, trade secrets, knowhow, patent rights,  model rights, trade name rights, trademark rights, rights related to semiconductor  topographies, utility model rights, all in the broadest sense of the term, including all other  intellectual property rights and any rights pertaining to them.  

1.3 “Contractor”: Lalaland B.V. situated at Koningin Wilhelminaplein 1 (1062 HG) in Amsterdam, listed at the Dutch Chamber of Commerce (KvK) under number 76515419, and/or  one of its affiliated entities. 

1.4 “Client”: the natural or legal person who commissions, or has commissioned, the  contractor, or has entered into a negotiation about an Order with the contractor and/or has  requested a quotation from the contractor. 

1.5 “Order”: the work commissioned as described in writing in the Agreement between the  parties.  

1.6 “Agreement”: a contract concerning the delivery or provision by the Contractor to the  Client of Goods and/or Services of any nature or description.  

1.7 “Software”: software provided by the Contractor to the Client, including, but not limited  to, websites and/or (software) applications, including such (software) applications belonging  to third parties which form part of it.  

1.8 “Goods”: physical objects, such as, but not limited to, data carriers (including any data  stored on them), mood boards, designs, campaign material, packaging material, props and  consumer articles.  

1.9 “Services”: all services delivered or deliverable, and other work done within the framework  of the Order by the Contractor and/or any third party commissioned by the contractor,  including such work as has not been explicitly requested by the Client, and which the  Contractor is under no obligation whatsoever to carry out.

 

Article 2. General 

2.1 The General Terms and Conditions in this document apply to the conclusion of the  Agreement, its contents, the execution of and compliance with all Agreements entered into  by the Client and the Contractor, with the exclusion of the purchasing conditions and other  conditions stipulated by the Client. 

2.2 Deviations from and/or additions to these General Terms and Conditions are only valid if  agreed to explicitly by the parties digitally/in writing.  

2.3 The voidness or voidability of part of the General Terms and Conditions does not affect  the validity of the remaining conditions. In the event, the Client and the Contractor will agree  to replace the void or voidable provision by one which approximates the intention and  substance of the original provision as much as possible. 

2.4 The Contractor is entitled to amend the General Terms and Conditions at any time and  adapt, make additions to or remove parts of these Terms without prior notice. The Client will  be informed of the changes in writing by post or via e-mail. The amended Terms and  Conditions will apply (1) week after notification. 

 

Article 3. Quotation and Agreement 

3.1 All quotations, offers and proposals from the Contractor are non-binding, including those  which contain an acceptance period. Unless explicitly otherwise specified, a validity period of  four weeks from the date of issue applies. If the Client fails to accept the offer within this  period the offer is void, entitling the Contractor to amend it. Orders bases on quotations are  only binding on the part of the Contractor if confirmed in writing by said Contractor. 

3.2 All images, specifications etc. included in the quotation are indicative only, unless  otherwise specified. 

3.3 The Contractor is not bound to the quotation price if the Client’s requirements exceed the  original quotation specifications.  

3.4 There is no obligation to deliver part of the Order for part of the price. 

Article 4. Execution of the Agreement 

4.1 The Contractor will endeavour to carry out the Order with due care and according to the  Client’s best interests, and to aim for a result which will be of practical use to the Client. 

4.2 The Contractor will, to the extent necessary, inform the Client of the progress of the work.  

4.3 The Client is obliged to do whatever is reasonably possible or necessary to enable a timely  and correct delivery by the Contractor, particularly with regard to the timely supply of  complete, accurate and clear information or materials. If the Client fails in this regard the  Contractor is entitled to suspend the execution of the Agreement and/or charge the Client for  any costs resulting from the suspension. Any incomplete or inaccurate information/materials  are at the Client’s expense

4.4 The Client will ensure the Contractor is able to execute the Order to the proper standard  and will be held liable for any ensuing damage should he fail to do so.  

4.5 Any Order completion date quoted by the Contractor is indicative only. 

4.6 Unless explicitly agreed otherwise, the performance of tests, the application for permits and the assessment of whether or not the instructions of the Client comply with statutory or  quality standards do not form part of the Order and are not the responsibility of the  Contractor.  

4.7 If the Client cancels an Agreement in part or in its entirety he is obliged to compensate  the Contractor for the (preparatory) work already carried out on his behalf. The obligation to  pay compensation also applies if the Client was unaware that (preparatory) work on his behalf  by the Contractor had already begun.  

4.8 The Contractor will exercise due care when selecting any third party to carry out the work.  He is, however, free to do so. Any costs incurred by the involvement of third parties will be  charged to the Client. 

4.9 The use of Goods (including products/services) of third parties by or on the instruction of  the Client are at the Client’s expense and risk.  

4.10 The Client indemnifies the Contractor from and against any claims from third parties  resulting from the applications and/or use of the result of the Order.  

4.11 Any estimate of the costs for contracting third parties made by the Contractor at the  request of the Client will be indicative only. If required, the Contractor can request estimates  from third parties on behalf of the Client.

October 2021 GENERAL TERMS & CONDITIONS

4.12 If the Contractor, based on the express agreement with the Client, procures goods or  services from third parties at his own expense and risk, after which these goods and services  are transferred to the Client, the provisions from the General Terms and Conditions with  regard to quantity, quality, properties and delivery will also apply to the Client. 

4.13 The Client is not entitled to transfer rights and obligations resulting from the Agreement  to third parties without the written permission of the Contractor.  

4.14 The Client indemnifies the contractor from and against any claims from third parties  which suffer damage resulting from the execution of the Agreement and whose claims are  attributable to the Client. 

 

Article 5. Guarantee conditions 

5.1 The Contractor will never provide a more extensive guarantee with regard to deliveries,  or Services, than expressly agreed to by the parties. 

5.2 The Contractor will, for the duration of the guarantee period, vouch for the accepted  standard quality and reliability of the finished work. 

5.3 When using materials needed to carry out the work the Contractor relies on the  information about the properties of these materials given to him by the maker or supplier of  the materials. If a guarantee has been provided for the materials by the maker orsupplier this  guarantee will apply equally between the parties. The Contractor will inform the Client of this. 

5.4 The Contractor does not guarantee, and can never be assumed to have guaranteed, that  the delivered Goods are suitable for the purpose for which the Client wishes to edit, process,  use or have others use these Goods, unless this has been expressly confirmed in writing to the  Client. Under no circumstances does the Contractor guarantee results, returns and  profitability. 

5.5 In the event that the Client has legitimate cause to invoke the guarantee conditions the  Contractor will be obliged to repair or replace the delivered Goods or the result of the Services  provided, or properly execute the agreed on Services, or return all or part of the agreed price.  It is up to the Contractor which of the options will apply. In case of additional damage the  provisions in these general Terms and Conditions apply. 

Article 6. Intellectual Property rights 

6.1 The intellectual Property rights pertaining to the Goods and/or Services developed and  delivered to the Client in the framework of the Agreement will remain exclusively with the  Contractor or the third party from whom the Contractor has obtained the right of use. 

6.2 The Client is not entitled to modify any concept or end product without the prior  permission of the Contractor. The Contractor is free to refuse requests of this nature within  the bounds of reasonableness, or stipulate conditions. 

6.3 The Contractor is entitled at all times to imprint or remove (or have imprinted or  removed) his name on the work. If the Contractor has imprinted such markings as indicate  intellectual ownership, or has made notifications to indicate the ownership of Intellectual  Property rights, the Client is not allowed to remove or modify these. In the absence of further 

agreements the Contractor is entitled to use the design/concept, manufactured Goods and/or  a description of the Services provided to the Client for purposes of publicity and promotion,  including naming the Client as one of his clients. 

6.4 Even if the Agreement does not expressly specify the competence, the Contractor is  entitled to put in place technical provisions to protect software, equipment, data files and  suchlike in connection with the agreed limitation of the contents or duration of the right of  use of these Goods and Intellectual Property rights. The Client is never allowed to remove or  bypass any technical provisions, or have them removed or bypassed. 

6.5 Unless otherwise agreed, the Order does not include an investigation into the existence of Intellectual Property rights owned by third parties. This applies to, but is not limited to the  inclusion, recording or processing of the supplied or otherwise prescribed material by the  Contractor, in any shape or form. 

6.6 The Client guarantees that no third party rights will impede the availability to the  Contractor of equipment,software, material intended to be used for websites (visual material,  tests, music, domain names, logos, hyperlinks etc.), data files or other materials, including concepts and design materials, with the aim of editing, installation or incorporation (for  instance on a website). The Client indemnifies the Contractor from and against all third party  claims based on the assertion that this availability to use, edit, install or incorporate  constitutes an infringement of third party rights. 

6.7 Unless otherwise agreed, the Contractor retains the the Intellectual Property rights to the  working drawings, illustrations, prototypes, scale models, templates, designs, design sketches,  mood boards, texts, Ims, photos and other materials or (electronic ) files and the Intellectual  property rights pertaining to them, irrespective of whether these have been provided to the  Client or third parties.

6.8 Once the Order has been concluded neither the Client nor the Contractor is bound by a  mutual retention obligation regarding the materials and/or data used.  

 

Article 7. Use and licensing 

7.1 To the extent that it is necessary for the Client’s use of the suppliedGoods and/or Services, the Contractor gives the Client a limited, non-exclusive, non-transferable and – unless a  written agreement has been entered into – non-sublicensable right to use the Intellectual  Property rights for those Goods and/or Services, on the condition that the provision under 7.3  has been complied with. The licence is included in the Agreement. If this is not the case, the  provision applies that the Client can use the delivered Goods and/or Services on a one-off  basis – i.e. once, without further reproductions – and in compliance with the fixed intentions  stated at the time the Order was commissioned. These intentions need to be clearly stated by  the Client to the Contractor prior to entering into the Agreement. 

7.2 A request from the Client for a different or broader use of the Goods and/or Services must  be the subject of a new written agreement. The Contractor is entitled to charge accordingly.  

7.3 Only if the Client has fully complied with the (payment) obligations arising from the  Agreement with the Contractor will he acquire the licence for use as specified under 7.1.  

7.4 The Client is not entitled to (have others) use the Intellectual Property rights, including,  but not limited to, goods protected by any Intellectual Property right, such as designs, in a way  that exceeds or is different from the agreed purpose without the written permission of the  Contractor. In the event of a broader, or different use, including modifications, mutilation or  anything which affects the integrity of the work/Goods, the Contractor is entitled to  compensation for the infringement of his or her rights, amounting to ten times the agreed fee,  or a compensation that is commensurate with the infringement, without prejudice to his right  to demand compensation for the actual damage sustained. 

7.5 The Client is not, or no longer, allowed to use the Goods provided whereby any licence  granted to the Client in connection with the Order will cease to operate:  

  1. a) as long as/ from the moment the Client (partly) defauls on his (payment) obligations,  or is otherwise in default, unless the default is of insignificant importance in the light  of the entire Order;  
  2. b) if , for whatever reason, the Order has been terminated early, unless the termination  of the licence would be contrary to the principles of reasonableness and fairness.

 

Article 8. Privacy, data processing and security 

8.1 If the Contractor has to process personal data on behalf of the Client the two parties will  enter into a data processing agreement.  

8.2 If the Contractor deems it relevant to the execution of the Agreement, the Client will, upon request, inform the Contractor without delay and in writing about the way he fulfils his  legal obligations regarding the protection of personal data.  

8.3 The Client indemnifies the Contractor from and against any claims by persons whose  personal data have been processed, or are being processed in the context of a processing  action by the Client or for which the Client is otherwise legally responsible, unless the Client  can demonstrate that the facts that underlie the claim are solely attributable to the  Contractor.  

8.4 The responsibility for the data which are processed using a service provided by the  Contractor lies solely with the Client. The Client will vouch that the content, use and/or  processing of the data are not illegal and do not infringe any third party rights. The Client  indemnifies the Contractor from and against any legal claims of whatever nature in connection  with these data or the execution of the Agreement. 

8.5 If, based on the Agreement, the Contractor is obliged to put in place data protection  measures, said measures must comply with the security specifications agreed to by the parties  in writing. The Contractor cannot at any time guarantee that the information protection  measures will be effective in all circumstances. If no explicitly described security measures  have been included in the Agreement, a level of security will be provided which, given the  state of the art, the sensitivity of the data and the cost associated with security, is not  unreasonable. 

8.6 If the execution of the Agreement or other situations involve the use of computer, data  or telecommunications facilities, the Contractor is entitled to assign entry or identification  codes to the Client. The Contractor is entitled to change these codes. The Client will treat  these codes confidentially and with due care and will only disclose them to authorised staff.  The Contractor is never liable for any damage or costs resulting from the use or abuse of entry  or identification codes, unless the abuse was a direct result of an attributable shortcoming or  act of omission on the part of the Contractor.

 

Article 9. Compensation and payment 

9.1 All prices quoted by the Contractor are exclusive of VAT and other government taxes. In  addition to the agreed price, the Contractor will also charge for any costs incurred by the  Contractor in connection with the execution of the Order.  

9.2 All amounts quoted by the Contractor are in euros and are to be paid in euros by the  Client, unless otherwise agreed in writing.  

9.3 If, in the event of a non or late delivery of complete, reliable and clear data/materials or an amended or incorrect Order or briefing, the Contractor is forced to execute additional or  different work/services, the cost of these will be based on the Contractor’s usual rate for extra  work. This also applies to the delivery of goods and/or the execution of work/services which  are not included in the quotation or which have been agreed on in writing at a later date. 

9.4 Unless otherwise agreed in writing, the agreed price includes a licence fee which is  expressly limited to the agreed publication and/or reproduction and which is in accordance  with the order and/or print run agreed upon by the parties. 

9.5 The Contractor is entitled to invoice the Client at monthly intervals for work/services  performed and costs related to the execution of the Order. 

9.6 Unless otherwise agreed, the Client must pay the invoice within fourteen (14) days of the  invoice date . 

9.7 If the Agreement specifies that the term ‘Client’ refers to more than one natural person  and/or legal person, each of these (legal) persons will be severally bound to comply with the  terms of the Agreement.  

9.8 In the event that the Client does not pay within the term specified under article 9.6 he  will be in default by operation of the law and liable without further notice for the legal interest  on the total invoice amount. Trade transactions are subject to the legal interest rate stated  under article 6:119 a of the Dutch Civil Code. 

9.9 If the Client is in default or in breach of the (timely) fulfilment of his obligations, all  reasonable costs incurred in obtaining extrajudicial payment will be charged to the Client. The  extrajudicial costs will be based on the current debt recovery practice in the Netherlands,  subject to the Netherlands Extrajudicial Collection Costs Decree (besluit Buitengerechtelijke  Incassokosten). If the Contractor is faced with circumstances which reasonably necessitate  higher recovery costs, the actual costs will be eligible for compensation. Any legal or execution  costs will also be charged to the Client. The Client is also liable for the interest on the recovery  costs owed.

9.10 In the case of an advance payment, work on the Order will not commence until the  advance payment invoice has been paid by the Client, unless otherwise agreed by the parties  in writing. 

9.11 In the event of non-fulfilment of any payment obligation by the Client, the Contractor is  entitled to suspend the execution of all Orders as well as the licence and the delivery of  Services and/or Goods. In the event, the Contractor is also entitled to obtain a freezing order,  (temporarily) barring the Client from accessto and availability of these Services and/or Goods. 

9.12 The Client is never entitled to set off a payment owed to the Contractor.  

9.13 Objections against the invoice amount do not suspend payment obligation. Neither does the Client have the right to suspend payment for any other reason if said Client is not entitled  to invoke section 6.5.3 (articles 231 up to and including 274 of book 6 of the Dutch Civil Code). 

 

Article 10. Retention of title 

10.1 The Contractor retains ownership of all goods delivered to the Client until all amounts  owed by the Client as specified in the Agreement have been paid to the Contractor in full. 

10.2 In accordance with the Agreement, the Contractor is entitled to retain the received or  realised data, documents, software and/or data files despite an existing obligation to  surrender or transfer until the Client has paid all outstanding amounts. 

 

Article 11. Complaints procedure 

11.1 The Client is obliged to check the Goods and Servicesimmediately on delivery and report  any visible deficiencies, damages, defects, imperfections and/ or discrepancies in numbers to  the Contractor within 24 hours in a written specification. 

11.2 The Client is obliged to check the documents supplied by the Contractor and which have  not been presented to the Client in draft first immediately on reception. Any visible defects  and/or deficiencies which can be established on a first check of the documents have to be reported to the Contractor no later than two working days after reception. 

11.3 Other complaints regarding the supplied Goods and/or Services have to be reported to  the Contractor as soon as possible but no later than ten working days after the completion of  the Order, in writing and substantiated, failing which the Client is taken to have fully accepted  the result of the Order.

11.4 Any consequences of late and unspecified written notifications of complaints are at the  risk of the Client. Once the time limit for reporting a complaint has expired the Contractor is  not liable in any way for any deficiencies or shortcomings, save in those cases in which the law  does not permit such an exoneration.  

11.5 The Client must enable the Contractor to investigate the complaint and supply the  Contractor with all the information relevant to the complaint. The Client is obliged to keep the  Goods in the state in which they have been received and have them ready for inspection. 

11.6 If a complaint has not been reported within the terms and specifications mentioned  under the preceding paragraphs and/or if inspection is not possible, the Goods and/or  documents will be considered to have been received in good order and to comply with the terms of the Agreement, while Services will be considered to have been performed in  accordance with the Agreement. 

11.7 It is not possible to report a complaint about Goods whose nature and/or composition  have been changed or completely or partially edited or processed after delivery. 

11.8 Complaints do not suspend the Client’s payment obligation.  

 

Article 12. Termination and dissolution of the Agreement 

12.1 If the Client terminates the Agreement he will be obliged to pay the agreed  compensation and any additional costs incurred by third parties, less any costs saved by the  Contractor as a result of the termination.  

12.2 If the Agreement is terminated by the Contractor on the ground of attributable failure  to comply with the Agreement on the part of the Client, said Client is obliged to pay the agreed  compensation and the costs incurred for the work until then, as well as loss of profit. Any  conduct on the part of the Client on the grounds of which the Contractor can no longer be  reasonably required to complete the Order, will, in this context, also be considered as  attributable failure. 

12.3 Both the Contractor and the Client have the right to terminate the Agreement entirely  or in part with immediate effect if either party faces bankruptcy or suspension of payment.  

12.4 If, for whatever reason, the Order is terminated early, the Client is no longer allowed to  use the materials and/or designs made available to him while any licence granted in the  context of the Order will also cease to operate unless expressly otherwise agreed in writing.

12.5 If the commissioned work/Services consist(s) of repeatedly performed, similar  work/Services the relevant Agreement will apply for a an indefinite term, unless otherwise  agreed in writing. This Agreement can only be terminated in writing with due observance of a  reasonable term of notice of at least six (6) months. 

 

Article 13. Liability 

13.1 Save in the event of intent or deliberate recklessness on the part of the Contractor’s  management the Contractor’s liability for damage resulting from the Agreement or an illegal  act committed against the Client is limited to the invoice amount related to the part of the  Order to be executed, less the costs incurred by the Contractor for the engagement of third  parties, provided the amount will not exceed €250,000 (two hundred and fifty thousand euros  ) and will in any case be limited to the maximum amount paid out by the Contractor’s liability insurer in such an event.  

13.2 Any liability will lapse one (1) year from the moment the Order has been completed.  

13.3 The Client must, if reasonably possible, retain copies of the data and materials provided  by him until the Order has been completed. Failure to do this will void any liability on the  Contractor’s part for damage that might not have occurred if these copies had been extant. 

13.4 The Contractor is liable only for damage which is directly attributable to him. Direct  damage only includes:  

  1. reasonable costs incurred to establish the cause and extent of the damage, in so far  as this process is related to damage as understood in the General Terms and  Conditions; 
  2. the reasonable costs incurred of necessity to make the Contractor’s defective  performance comply with the terms of the Agreement; 
  3. the reasonable costs incurred to prevent or limit damage, insofar as the Client can  demonstrate that these costs have led to the limitation of direct damage as  understood in these General Terms and Conditions. 

 

13.5 Liability on the part of the Contractor for all indirect damage, including, but not limited  to, consequential damage, loss of profit, mutilated or lost data and materials, damage caused  by business interruption or cybercrime, is excluded.

 

Article 14. Confidentiality 

14.1 The parties undertake to treat the contents of the Agreement confidentially. This  obligation does not apply to the Contractor if and insofar it is necessary to make the contents  known to a third party as a result of a court ruling, legal regulation (including actions to  establish and/or protect Intellectual Property) or to ensure the proper execution of the  Agreement.  

14.2 The parties will treat all information which they exchange prior, during or after the  execution of the Agreement confidentially if this information has been marked confidential or  if the receiving party knows or can reasonable assume that the information in question is  meant to be confidential. The parties will oblige staff and any third parties involved in the  execution of the Agreement to do the same. 

 

Article 15. Disputes and applicable law 

15.1 Any Agreement between the Contractor is subject to Dutch law only. 

15.2 Jurisdiction in disputes which arise from, or are connected with, the Agreement between  the Client and the Contractor fall under the exclusive jurisdiction of the competent subject  matter court in Amsterdam, except in the case of the mandatory local jurisdiction of a court  elsewhere.