General Terms and Conditions (GTC) LOLABER
1. Scope
1.1. These General Terms and Conditions (hereinafter “GTC”) govern the contractual relationship between LOLABER, a brand of LorL GmbH (hereinafter “LOLABER”), and its customers (hereinafter “Customer”) for all services, in particular the creation of digital avatars, the development of communication solutions, and the associated consulting and creative services.
1.2. These GTC apply exclusively. Any deviating, conflicting, or supplementary General Terms and Conditions of the Customer shall only become part of the contract if and to the extent that LOLABER has expressly agreed to their validity in writing. This requirement of consent applies in any case, for example, even if LOLABER performs the services unconditionally with knowledge of the Customer’s GTC.
1.3. These GTC also apply to future business with the Customer without the need for a new reference.
2. Subject Matter of the Contract
2.1. As a specialized agency, LOLABER provides services in the field of digital avatar communication. This includes, in particular, the conception, production, and provision of digital avatars of real people, the creation of scripts and content for avatar communication, as well as technical integration and consulting on the use of these solutions.
2.2. The exact scope of services is determined by the respective individual offer and/or the order confirmation from LOLABER.
3. Offer and Conclusion of Contract
3.1. All offers from LOLABER are non-binding and subject to change, unless they are expressly marked as binding.
3.2. A contract is only concluded upon LOLABER’s written order confirmation or the Customer’s conclusive acceptance of the services.
4. Services and Scope of Services
4.1. LOLABER’s services typically include: a) Avatar Production: Recording of the real person, digital modeling, and rendering of the avatar. b) Content Creation: Development of scripts, texts, and concepts for avatar communication in various languages. c) Voice Integration: Implementation of AI-based translations or professional voice-over artists for the desired languages. d) Technical Provision: Handover of the finished avatar videos or modules for integration into websites, apps, or other communication channels. e) Consulting and Support: Support for the strategic planning and technical implementation of avatar communication.
4.2. The scope of services is specified in detail in the respective offer or service description. Services not expressly agreed upon are not included in the price and will be billed separately.
4.3. LOLABER is entitled to use third-party subcontractors to provide the services.
5. Customer’s Obligations to Cooperate
5.1. The Customer is obligated to provide LOLABER with all information, documents, and materials necessary for the performance of the services (e.g., person for the avatar recording, specific content, logos) in a timely and complete manner. Delays or additional costs resulting from the violation of this obligation shall be borne by the Customer.
5.2. The Customer ensures that all content, materials, and personal rights (in particular, personality rights, copyrights, trademark rights) provided by them are free for the contractually intended use and do not infringe on the rights of third parties. The Customer shall indemnify and hold LOLABER harmless from all third-party claims arising from the violation of this obligation.
5.3. The Customer is obligated to promptly inspect drafts, concepts, and finished services upon receipt and to approve them or communicate justified requests for changes. If no response is received within a reasonable period (usually 7 business days), the service shall be deemed accepted.
6. Prices and Payment Terms
6.1. The agreed prices are net prices plus the applicable statutory value-added tax.
6.2. Unless otherwise agreed, payments are due within 14 days of invoicing without deduction.
6.3. LOLABER is entitled to demand reasonable advance payments for larger projects or at its own discretion.
6.4. In case of payment default by the Customer, LOLABER is entitled to charge default interest at the statutory rate. The right to claim further damages from the default remains reserved.
7. Rights of Use
7.1. Upon full payment of the agreed fee, the Customer acquires the non-exclusive, spatially and temporally unlimited rights of use to the avatars and content created by LOLABER for the contractually intended purpose.
7.2. Any transfer of the rights of use to third parties or use beyond the agreed purpose requires the prior written consent of LOLABER.
7.3. LOLABER is entitled to use the created works (avatars, videos) in an anonymized form or, with the prior written consent of the Customer, in a named form as a reference for its own marketing purposes.
8. Delivery and Acceptance
8.1. Delivery times are non-binding unless they have been expressly agreed upon as binding. Delivery delays due to force majeure or circumstances for which LOLABER is not responsible shall extend the deadline accordingly.
8.2. Acceptance of the services shall be made by the Customer after completion and handover. Minor defects that do not significantly impair the functionality of the service do not entitle the Customer to refuse acceptance.
9. Warranty and Notification of Defects
9.1. LOLABER warrants that the services provided comply with the state of the art and the contractual agreements.
9.2. Obvious defects must be reported to LOLABER in writing immediately, at the latest within 7 business days after delivery. Hidden defects must be reported immediately upon their discovery. If the timely notification of defects is not made, the services shall be deemed to have been accepted without defects.
9.3. In the event of a justified defect, LOLABER is initially entitled to supplementary performance. This can be done at LOLABER’s discretion by rectification or new delivery. If the supplementary performance fails, the Customer may, at their discretion, demand a reduction in price or withdraw from the contract.
10. Liability
10.1. LOLABER is liable for damages resulting from an intentional or grossly negligent breach of duty by LOLABER, its legal representatives, or vicarious agents.
10.2. In cases of slight negligence, LOLABER is only liable for the breach of essential contractual obligations (cardinal obligations), the fulfillment of which is essential for the proper execution of the contract and on which the Customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract.
10.3. Liability for damages resulting from injury to life, body, or health, as well as under the Product Liability Act, remains unaffected by the aforementioned limitations of liability.
10.4. Liability in the area of data protection: a) LOLABER processes personal data within the scope of service provision exclusively in accordance with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). b) Insofar as LOLABER processes personal data on behalf of the Customer (e.g., recordings of the person to be avatarized), LOLABER acts as a data processor within the meaning of Art. 28 GDPR. In this case, a separate data processing agreement (DPA) will be concluded between LOLABER and the Customer, which regulates the obligations and responsibilities of both parties in detail. c) The Customer is solely responsible for ensuring a lawful basis (e.g., consent of the data subject) for providing personal data to LOLABER. LOLABER is not liable for the legality of the data transfer by the Customer. d) LOLABER’s liability for data protection violations based on a breach of duty by LOLABER is governed by the general liability provisions of these GTC, whereby liability for gross negligence and intent remains unaffected.
11. Data Protection
11.1. LOLABER commits to complying with the applicable data protection regulations. Information on the processing of personal data by LOLABER is contained in LOLABER’s privacy policy (available on the website).
11.2. As described in Section 10.4 b), a separate data processing agreement (DPA) will be concluded for the processing of personal data.
12. Confidentiality
12.1. Both parties undertake to keep confidential all confidential information of the other party that they become aware of during the cooperation, which is marked as such or whose confidentiality results from the circumstances, and not to disclose it to third parties or use it for purposes other than the fulfillment of the contract.
13. Contract Term and Termination
13.1. Contracts for one-time services end upon their full fulfillment and payment.
13.2. Contracts for continuous services (e.g., monthly subscriptions) have the term and notice periods agreed upon in the individual contract. Unless otherwise agreed, the minimum term is 12 months and the notice period is 3 months to the end of the month.
13.2.1. Subscription Quotas: The quotas provided within the scope of subscriptions (e.g., video minutes, number of videos) can be used on a monthly basis and expire at the end of the respective month, unless expressly agreed otherwise. Unused quotas cannot be transferred to the following month. The quotas are not transferable to other customers or contracts.
13.3. The right to extraordinary termination for good cause remains unaffected.
14. Final Provisions
14.1. The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of LOLABER, provided that the Customer is a merchant, a legal entity under public law, or a special fund under public law.
14.3. Should individual provisions of these GTC be or become invalid, in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision. The same applies to loopholes.
14.4. Amendments and additions to these GTC must be made in writing. This also applies to the repeal of this written form clause.
LOLABER