General Terms and Conditions Lolaleads BV
1. General Provisions
These Terms and Conditions apply to the cooperation with Lolaleads BV and also regulates the contractual relationship related to the marketing of online advertising placements between advertising space operators (subsequently referred to as “Affiliates”) and advertising customers (subsequently referred to as “Advertisers”).
Lolaleads allows the Advertisers to access its network of Affiliates who have the goal of marketing the products and services of the Advertisers and acquire new clients for the Advertiser.
The Advertiser provides ad media in the form of text links, banners or email templates for Affiliates to use. The Affiliates may use and display such ad media on, for instance, websites, or on e-mails or any other online advertising to market the Advertiser`s products or services.
Ad media is made available on Lolaleads Platform and an affiliate program (subsequently referred to as “Program”) which is set up on the Platform to allow Affiliates to run advertising campaigns on behalf of the Advertisers.
If the Affiliates’ advertisement is successful, and the Advertiser acquires a new customer or sell one product, the Advertiser shall remunerate Lolaleads and Lolaleads will pay the Affiliates the agreed remuneration (as specified on the Lolaleads Platform). The type and amount of the remuneration and the performance goals are negotiated between Lolaleads and the Advertiser and wil be defined per campaign in a contract signed by the Advertiser and Lolaleads (subsequently referred to as “Advertiser Insertion Order”). The Insertion Order can be replaced by an email confirmation that states all the information normally agreed upon in an Insertion Order.
Additionally, Lolaleads offers its Affiliates the opportunity to integrate the affiliate Programs to their website using the provided white label comparison tools (Lolaleads tools). Affiliates might use these tools to lead new customers to the Advertiser`s website and are rewarded as defined on the Advertiser Insertion Order signed by the Advertiser and Lolaleads.
2. Obligations of the Advertiser
- 2.1. The Advertiser is a supplier of online products and services advertising their offering by means of advertising materials, which are to be made available through the Lolaleads Platform to Affiliates.
- 2.2. The Advertiser grants Lolaleads and the respective Affiliates a simple, non-exclusive, nontransferable, usage right in the provided advertising material, which is limited in time and purpose to the terms of the Advertiser Insertion Order.
- 2.3. The above-mentioned granting of rights also includes the right to store, duplicate, publish, digitalize as well as process the advertising material, if that is necessary to execute the Advertiser Insertion Order.
- 2.4. The Advertiser guarantees that all ad media and websites that promote their products and the content of those websites are in accordance with the law.
- 2.5 The Advertiser is obliged to take all necessary measures for Lolaleads tracking (i.e. tracking information) of the transactions being possible and operational. Should the Advertiser utilizes his own additional tracking, the Lolaleads tracking information shall always prevail.
- 2.6. The Advertiser is obliged to notify Lolaleads and the Affiliates accepted on the Program of any change to the Program’s conditions with at least 14 days’ notice previous to the planned change, in writing via a newsletter or a mass e-mailing. The Publisher is solely responsible for ensuring it is aware of any changes to the Program’s conditions. This 14 days notice can be reduced to a 2 days notice by request of the Advertiser in writing but only after approval by Lolaleads.
- 2.7. The Advertiser must approve transactions in a timely manner as specified in 6.3.
3. Obligations of Affiliates
- 3.1. Affiliates are legal entities with full legal capacity providing a space on their websites for the marketing of all kinds of goods and services. Beside websites, Affiliates can use also newsletters and adverts within the scope of search engine marketing which are all advertisement forms accepted by Lolaleads.
- 3.2. Each Affiliate is aware of the applicable law especially in regard to online marketing. The Affiliate ensures that all commercial and regulatory requirements for online marketing activities are fulfilled and proven on request, especially in the relation to the specific markets where the Affiliate operates.
- 3.3. Affiliates must apply to an Advertiser Program before they are allowed to advertise the Advertiser’s products and services. Advertisers have the right to reject the Affiliates’ application. An explanation of the reason for the rejection will be appreciated.
- 3.4 Affiliates must comply with all regulations that are applicable to the market(s) where they operate or are based and or are promoting the Advertiser ́s products. Affiliates are fully responsible to comply with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any subsequent iterations and its implications.
4. Affiliate: Lolaleads Tools
- 4.1. Lolaleads can integrate the Advertiser’s products into a proprietary white label comparison tools, which are used by Affiliates to promote Advertisers’ products and services. In this case, there is no need for the Affiliates to apply to the Advertiser’s affiliate Program through the Lolaleads Platform.
- 4.2. For the duration of the Advertiser Insertion Order, the Advertiser grants the right to Lolaleads and its Affiliates to use the Advertiser’s name, logo and brand both through and on the Lolaleads Platform and on the white label comparison tools with the goal to setup a successful campaign according the campaign agreements stated in the Insertion Order document.
5. Implementation of an Affiliate Program
- 5.1. The Advertiser provides all relevant information and advertising materials for the correct functioning of its affiliate Program via the Lolaleads Platform.
- 5.2. Lolaleads reserves the right to not activate the Program in case the Advertiser does not provide the ad media in the required and customary manner.
- 5.3. Affiliates have the opportunity to apply to the Advertiser`s affiliate Program. Lolaleads will accept Affiliates on behalf of the Advertiser unless the Advertiser explicitly indicates that they want to retain this right.
- 5.4. A contract between Advertisers and Affiliates is considered as concluded once the Affiliate is accepted by either the Advertiser, or, when authorized by the Advertiser, by Lolaleads. Lolaleads is not liable for the legitimacy of the Affiliate websites.
- 5.5. The Advertiser can specify its own additional specific terms and conditions making them visible on the Lolaleads Platform, providing that these specific conditions are not in conflict with Lolaleads own Terms and Conditions.
- 5.6. The Advertiser provides advertising material in a suitable format when establishing the Program. The hosting of the advertising material should be carried out by the Advertiser or, when authorized by the Advertiser, by Lolaleads. Upon request of the Advertiser, Lolaleads can offer the hosting of those material at the expenses of the Advertiser.
- 5.7. Lolaleads reserves the right to use the names, logo and brands of the Advertiser and the products and services for reference purposes (such as in presentations). No confidential traffic data will ever be shared to third parties by Lolaleads.
6. Compensation and Payments
- 6.1. Lolaleads records and counts all Affiliate transactions (views, clicks, leads & sales) and makes the data available to the Advertiser in a suitable manner. The remuneration of the Affiliates is specified according to the conditions detailed on the Advertiser Insertion Order between the Advertiser and Lolaleads before the start of the Program. A later amendment of these conditions to the disadvantage of the Affiliate is only possible within the time period defined in 2.6.
- 6.2. All successful leads and sales need to be checked by the Advertiser within 15 days from the day the transactions were recorded. If the Advertiser finds no objections against the recorded successes, all transactions should be accepted.
- 6.3. In case the Advertiser neither approves nor rejects the transactions within 15 days following the date upon which the respective transactions have been tracked, Lolaleads reserves the right to automatically approve the transaction (“Autoconfirmation”). The Parties may agree upon a different time period and specify that in the Advertiser Insertion Order.
- 6.4. Once transactions have been accepted by the Advertiser, Lolaleads will immediately make the respective commission available to Affiliates.
- 6.5. Once transactions have been accepted, this process is irrevocable, and no claw-backs of commission paid out are allowed under any circumstances.
- 6.6. If the Advertiser impedes Lolaleads’ tracking (or changing the tracking settings) without informing Lolaleads or when other adjustments from Advertiser side (i.e. taking an campaign offline without informing Lolaleads) leads to false pixel firing or sending back false information to Lolaleads systems, the Advertiser is obliged to compensate the loss of commission in a suitable manner, i.e. by reimbursing Affiliates and Lolaleads an amount equivalent to the commission generated by the average transactions that would have been generated under normal circumstances. The decision right regarding the form of compensation rests with Lolaleads.
- 6.7. Once transactions are approved, provided that the Advertiser has prepaid Lolaleads and therefore there are sufficient funds in the Advertiser’s account, Lolaleads will pay the agreed commission to the Affiliates.
- 6.8. If the funds on the transaction account are below the minimum required account balance, Lolaleads reserves the right to pause the Advertiser’s affiliate Program.
- 6.9. In case of a positive account balance on the transaction account, no interest will be paid.
- 6.10. The Advertiser releases Lolaleads from all claims made by Affiliates regarding the
remuneration of the commission approved.
- 6.11. In case Lolaleads affiliate Program will not be the only public affiliate Program available
in any respective market, the Advertiser must ensure that Lolaleads will be offered the same (or better) conditions (Affiliate commission, program limitation, allowed channels and so on) that are offered to other, external, public affiliate Programs. Should any of those conditions / commissions be better in any other external, public program, the Advertiser is obliged to notify Lolaleads of the change of commissions / conditions within 7 days from the moment the conditions are changed on other external, public Programs. In case of a delay in notifying Lolaleads, Lolaleads reserves the right to charge a contractual penalty for each violation, equal to an amount up to 50% of the network fee generated since the beginning of the contractual relationship and, in case of an argument between the Parties, being subject to a decision of the competent court in The Netherlands.
- 6.12. VAT will apply to all commissions and compensation unless this is not mandatory by tax law.
- 6.13. During the term of and for one year after termination of Advertiser Insertion Order, the
Advertiser shall not – neither directly nor indirectly – enter into a contractual relationship with any Affiliate that has been introduced by Lolaleads, where this Affiliate has participated into the affiliate Program of the Advertiser through the Lolaleads Platform. Such obligation cannot apply to those Affiliates that had preexisting contractual relationships with the Advertiser, prior to the conclusion of the Advertiser Insertion Order. A written proof of that preexisting contractual condition must be provided by the Advertiser upon request. In the event of a violation of this obligation, the Advertiser shall pay a contractual penalty to Lolaleads for each violation to an amount decided per case and for each Affiliate and, in case of a dispute between the Parties, such dispute will be subject to a decision of the competent court in The Netherlands.
- 7.1. Lolaleads makes its services, systems, technologies and solutions available to the best of its knowledge and technical capabilities. Guarantee is neither given around the accuracy, completeness or quality of the provided information nor for the error-free and continuous availability of the services, systems, technologies or solutions.
- 7.2. Lolaleads shall only be liable for damages if and when Lolaleads, its authorized representatives or senior executives are guilty of premeditation or gross negligence, except for cases of violation of essential contractual obligations. In the case of other vicarious agents, Lolaleads shall only be liable if there was premeditation and they violated essential, contractual obligations intentionally or with gross negligence. Apart from cases of premeditation or gross negligence on the part of authorized representatives, senior executives or premeditated conduct of other vicarious agents of Lolaleads, no liability shall exist for compensation for indirect damage, in particular for any possible unrealized profit. Except for cases of premeditation and gross negligence on the part of Lolaleads, its authorized representatives and senior executives, liability shall be limited to the damage typically foreseeable at the time of contract conclusion.
- 7.3. Lolaleads refers to other internet sites using links on its web pages. The following is valid for all links: Lolaleads expressly declares to have no influence on the layout and contents of the linked websites. Thus, Lolaleads is hereby explicitly distancing itself from the contents of all sites linked to on Lolaleads’ web presence, and also explicitly does not have ownership of this content. This declaration is valid for all links present on the website, both displayed and hidden, and for all content of the sites, to which these links are leading to.
- 7.5. If claims have been taken against the Advertiser or Lolaleads due to erroneous advice from the Affiliate, the Affiliate is obliged to release the Advertiser and/or Lolaleads from all resulting claims (including the legally accrued costs for legal counsel).
8. Account, Contract Term & Termination
- 8.1. The duration of the Advertiser Insertion Order between Lolaleads and the Advertiser is unlimited unless stated otherwise on the Advertiser Insertion Order.
- 8.2. The Advertiser Insertion Order can be terminated by Lolaleads or by the Advertiser with a notice period of not less than 3 months giving notice via email, unless stated otherwise on the Advertiser Insertion Order.
- 8.3. When the Advertiser Insertion Order is terminated, any outstanding invoice and debit must all be paid out immediately by the Advertisers to Lolaleads.
- 8.4. Lolaleads is entitled to terminate either the Advertise Insertion Order or the relationship with the Affiliates with immediate effect if there are concrete indications that any of these Parties have violated these General Terms and Conditions.
The Parties are obligated to keep all operational and other business related information made accessible to them in connection with their respective contract, confidential, particularly information that is considered confidential, or which are recognizable as company or business secrets of a Party according to other conditions, until the end their respective contracts, and not to store, distribute or exploit this information, in so far as it is not necessary for maintaining the purpose of their respective contracts.
10. Data Protection and usage of cookies
- 10.1. Lolaleads acquires, processes and uses the Advertiser`s personal data in compliance with the national data protection laws and the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any subsequent iterations.
- 10.2. Lolaleads acquires, processes and uses personal data only to fulfil the purpose of the Advertiser Insertion Order. Lolaleads uses personal data only for the management and use of the Lolaleads service.
- 10.4. A specific Data Processing Agreement (DPA) is stored and saved on each Advertiser and Affiliate’ profile on the Lolaleads Platform and be can be provided upon request.
11. Reservation of Right to Modification
Lolaleads is entitled to change or make additions to these General Terms and Conditions at any time.
12. Final Provisions
- 12.1. This Terms and Conditions are subject to Dutch law under exclusion of all conflict of law rules.
- 12.2. Amsterdam shall be the place of jurisdiction for all disputes arising from this Terms and Conditions.
- 12.3. Should any individual part of this Terms and Conditions be ineffective or not applicable, this shall not affect the remaining provisions. The ineffective or not applicable provisions should be replaced by effective and applicable ones that corresponds as closely as possible to the economic purpose of the original one. The same applies to loopholes.
1015 DE Amsterdam