Terms of Service

Version 2.0 · Effective date: 1 August 2026

These Terms of Service (the "Terms") constitute a binding agreement between Lalaaji Netherlands B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office at Coolhaven 238A, 3024AP Rotterdam, the Netherlands ("Lalaaji", "we", "us", "our"), and each person or entity that accesses or uses the Platform (each a "User", "you", "your"). The Platform is a business-to-business marketplace. It is not offered to consumers. Read these Terms carefully. By creating an account, submitting a request for quotation, submitting a bid, placing an order, or otherwise using the Platform, you confirm that you have read, understood, and agreed to be bound by these Terms.

• 1. Definitions

  1.1 In these Terms, capitalised terms have the meanings set out below. The singular includes the plural and vice versa.

  1.2 Affiliate Programme means the referral and affiliate arrangements under which a User may earn commission on qualifying Orders, as described in clause 14.

  1.3 Agency means a third party or Lalaaji group entity that is engaged as principal, payment agent, or processing agent in respect of an Order, including a designated Payment Agent for a Payment Restricted Country.

  1.4 Bid means a Seller's priced offer submitted in response to an RFQ.

  1.5 Bid Credit means a unit of entitlement allocated to a Seller for a defined period which is consumed when the Seller submits a Bid.

  1.6 Buyer means a User that sources, requests quotations for, or purchases goods or services through the Platform.

  1.7 Fees means all amounts payable to Lalaaji under these Terms, including payment protection fees, buyer transaction fees, seller transaction fees, agency processing fees, subscription fees, advertising charges, late payment penalties, and abandonment fees.

  1.8 Order means a transaction recorded on the Platform following the acceptance by a Buyer of a Bid or a Proposal, together with all data, documents, milestones, and communications associated with it.

  1.9 Payment Protection means the service described in clause 12 under which funds payable by a Buyer are collected and held before release to the Seller.

  1.10 Platform means the Lalaaji website at www.lalaaji.com, the seller and buyer portals, the Lalaaji mobile applications, the seller mini-websites hosted under seller.lalaaji.com, the application programming interfaces, and all related software and services operated by Lalaaji.

  1.11 Proposal means a priced offer initiated by a Seller and addressed to a Buyer other than in response to an RFQ.

  1.12 Restricted Country means a country designated by Lalaaji from time to time as (a) not permitted, in which case registration and transactions are blocked, or (b) payment restricted, in which case payments must be routed through a designated Payment Agent.

  1.13 RFQ means a request for quotation published by a Buyer on the Platform.

  1.14 Sample means a prototype or pre-production unit produced for the Buyer's review and approval before bulk production begins.

  1.15 Seller means a User that offers, quotes for, manufactures, or supplies goods or services through the Platform.

  1.16 Services means all functionality made available by Lalaaji through the Platform, as further described in clause 6.

  1.17 Tech Pack means a specification document containing the design elements, measurements, materials, colours, trims, tolerances, and other technical details required to manufacture a product.

  1.18 Transaction Contract means the contract of sale or supply concluded between a Buyer and a Seller as described in clause 9.

  1.19 User Content means all data, text, images, designs, artwork, logos, specifications, Tech Packs, listings, messages, certificates, and other materials uploaded, transmitted, or made available by a User through the Platform.

• 2. Acceptance, scope and amendment

  2.1 These Terms govern all access to and use of the Platform and all Services, and apply to every User, including Buyers, Sellers, visitors, and authorised representatives of a User.

  2.2 These Terms apply to the exclusion of any general terms, purchase conditions, or supply conditions put forward by a User. The applicability of such conditions is expressly rejected, and the effect of article 6:225(3) of the Dutch Civil Code is excluded. A reference by a User to its own conditions in any order, acceptance, or correspondence does not bind Lalaaji, whether or not Lalaaji objects to it.

  2.3 Lalaaji may amend these Terms at any time. Amendments that are not material take effect on publication. Material amendments take effect thirty (30) calendar days after notice is given by email to the address registered on the account or by prominent notice on the Platform. Continued use of the Platform after the effective date constitutes acceptance. A User that does not accept a material amendment may terminate its account under clause 26.1 before the amendment takes effect. The version of these Terms in force at the time an Order is created governs that Order.

  2.4 Additional terms may apply to specific Services, including subscription plans, advertising services, the Affiliate Programme, inspection services, and Agency transactions. In the event of conflict, those additional terms prevail over these Terms in respect of their subject matter only.

  2.5 The English text of these Terms is authoritative. Translations are provided for convenience and have no legal effect.

• 3. Business use only; no consumer rights

  3.1 The Platform is made available exclusively to natural and legal persons acting in the course of a trade, business, craft, or profession. You represent and warrant on each use of the Platform that you are acting in a professional capacity and not as a consumer within the meaning of article 6:230g of the Dutch Civil Code or Directive 2011/83/EU.

  3.2 Accordingly, the statutory rights afforded to consumers, including the right of withdrawal under articles 6:230o and 6:230p of the Dutch Civil Code and Article 9 of Directive 2011/83/EU, do not apply to any transaction concluded on or through the Platform. In addition, and without prejudice to the foregoing, goods supplied through the Platform are as a rule manufactured to the Buyer's specifications or clearly personalised, so that no right of withdrawal would arise in any event.

  3.3 A User that misrepresents its capacity shall indemnify Lalaaji in accordance with clause 29 for all consequences of that misrepresentation, including the cost of any claim brought on consumer-protection grounds.

• 4. Eligibility, registration and account security

  4.1 To register an account you must (a) be at least eighteen (18) years of age, (b) have full legal capacity to enter into binding contracts, (c) where you register on behalf of an entity, have authority to bind that entity, in which case "you" refers to both you and that entity, and (d) not be established in, resident in, or controlled from a country designated as not permitted under clause 1.12.

  4.2 You must provide complete, accurate, and current registration information, including legal entity name, registered address, country of establishment, commercial registration number where applicable, and a valid contact email and telephone number. You must keep this information up to date at all times. Lalaaji may verify any information provided and may suspend an account pending verification.

  4.3 You are responsible for maintaining the confidentiality of your credentials, including passwords and one-time verification codes, and for all activity conducted through your account, whether or not authorised by you. You must notify Lalaaji without delay at [email protected] of any actual or suspected unauthorised access. Lalaaji is entitled to treat any instruction received through your authenticated account as given by you.

  4.4 Each legal entity may hold one account unless Lalaaji has approved otherwise in writing. Accounts may not be sold, leased, shared, or otherwise transferred. Creating or operating an account to evade a suspension or termination is a material breach of these Terms.

  4.5 Lalaaji may refuse, limit, or condition any registration at its discretion, and is not obliged to state reasons.

• 5. Verification, compliance and trade restrictions

  5.1 Lalaaji may request verification documents, including business licences, trade certificates, quality certifications, factory audit reports, identification documents of beneficial owners, and bank account confirmations. A verification badge, status, or rating displayed on the Platform records only that documents were received and reviewed at a point in time. It is not a warranty, guarantee, endorsement, or certification by Lalaaji of the identity, solvency, capacity, integrity, product quality, or regulatory compliance of any User. Buyers and Sellers remain solely responsible for conducting their own due diligence on their counterparties.

  5.2 Lalaaji may carry out customer due diligence, sanctions screening, and anti-money-laundering checks, may request further information at any time, and may suspend an account, an Order, or a payment while checks are pending or where the results are unsatisfactory.

  5.3 You represent and warrant, on registration and on each transaction, that you and your directors, beneficial owners, and affiliates (a) are not listed on any sanctions list maintained by the European Union, the United Nations, the United States Office of Foreign Assets Control, or the United Kingdom, (b) are not owned or controlled by a listed person, and (c) will not use the Platform to conclude, facilitate, or finance any transaction that would breach applicable sanctions, export control, customs, or anti-bribery laws.

  5.4 Registration and transactions may be blocked for Restricted Countries designated as not permitted. For Restricted Countries designated as payment restricted, all payments must be routed through the Payment Agent designated by Lalaaji for that country, and the terms of that Payment Agent apply in addition to these Terms.

  5.5 Lalaaji may freeze funds, refuse or reverse a transaction, and report a matter to the competent authorities where it has reasonable grounds to suspect a breach of this clause 5, and shall have no liability to any User for doing so.

• 6. Nature of the Services; Lalaaji is not a party to the Transaction Contract

  6.1 Lalaaji operates a marketplace that enables Buyers and Sellers to find each other and to conclude and administer transactions. The Services include, without limitation, product listings and catalogue promotion, RFQ publication and distribution, bidding and proposal management, messaging, Order management and status tracking, Payment Protection, invoicing, inspection coordination, dispute facilitation, seller mini-websites, advertising and lead generation, and multi-channel notifications.

  6.2 Lalaaji is not a buyer, seller, manufacturer, importer, exporter, distributor, freight forwarder, carrier, customs broker, insurer, or bank in respect of any Transaction Contract. Lalaaji does not manufacture, inspect at source as a matter of course, store, own, or take title to any goods listed or sold through the Platform. Save where Lalaaji acts as limited collection agent under clause 12.2, or where an Agency transaction under clause 24.2 expressly states otherwise, Lalaaji acts neither as agent nor as broker for any User.

  6.3 Every Transaction Contract is concluded exclusively between the Buyer and the Seller. Lalaaji is not a party to it and assumes no obligation or liability in respect of its formation, validity, performance, or breach, including as to the existence, quality, safety, legality, conformity, fitness for purpose, quantity, origin, labelling, intellectual property status, packing, shipment, or delivery of any goods, or as to the ability of a Buyer to pay or of a Seller to supply.

  6.4 Information displayed on the Platform, including listings, prices, price tiers, minimum order quantities, lead times, capacity indications, certifications, images, translations, and ratings, originates from Users. Lalaaji does not verify it as a matter of course and gives no warranty as to its accuracy, completeness, or currency.

  6.5 Where Lalaaji provides assistance such as sourcing support, specification or Tech Pack support, sample coordination, mediation of a Dispute, or a determination on the release of held funds, it does so as a service and as a matter of administrative convenience. Such assistance does not make Lalaaji a party to the Transaction Contract, does not constitute advice, and does not create any liability on the part of Lalaaji for the outcome of the transaction.

  6.6 Where Lalaaji or a group entity acts as principal or as Agency in respect of an Order, that fact will be stated in writing to the Users concerned, and the applicable agency or supply terms apply in addition to these Terms.

• 7. Listings and Seller obligations

  7.1 The Seller is solely responsible for its listings and for all information it publishes, including product descriptions, specifications, images, materials, certifications, minimum order quantities, price tiers, production capacity, and lead times. All such information must be accurate, complete, not misleading, and kept up to date.

  7.2 The Seller represents and warrants on each listing, Bid, Proposal, and Order that (a) it has the right and the capacity to supply the goods offered, (b) the goods will conform to the agreed specification, the approved Sample, and the Tech Pack, (c) the goods and their supply do not infringe any third-party intellectual property or other right, (d) the goods and their production, labelling, packaging, and export comply with all applicable laws and regulations, including product safety, chemical, textile fibre labelling, and customs requirements in the country of production and, so far as notified by the Buyer, in the country of destination, (e) no forced, bonded, trafficked, or child labour is used at any stage of production or in its supply chain, and (f) the goods are not counterfeit, stolen, prohibited, or otherwise unlawful to trade.

  7.3 Lalaaji may, without obligation and without liability, review, categorise, translate, edit for formatting, resize images of, rank, refuse, suspend, or remove any listing or other User Content, and may adjust its visibility in search and recommendation results.

  7.4 The Seller must respond to RFQs, Buyer messages, sample approvals, and Order events within the timeframes communicated on the Platform. Persistent non-response, quotation of prices the Seller does not intend to honour, and repeated failure to fulfil accepted Bids are material breaches of these Terms.

  7.5 Where Lalaaji hosts a seller mini-website for the Seller, the Seller receives a revocable, non-exclusive, non-transferable licence to use the allocated subdomain for the duration of its subscription. The Seller remains responsible for all content published there. Lalaaji may suspend, modify, or withdraw the mini-website and reclaim the subdomain on termination, on breach, or where the subdomain is misused.

• 8. RFQs, Bids and Proposals

  8.1 An RFQ is an invitation to treat. It is not an offer, does not bind the Buyer, and creates no obligation on the Buyer to award an Order or to accept the lowest or any Bid.

  8.2 The Buyer represents and warrants that each RFQ reflects a genuine sourcing requirement, that the specifications, quantities, and target dates stated are accurate, and that the Buyer owns or is licensed to share every design, artwork, Tech Pack, sample, and specification uploaded with the RFQ.

  8.3 A Bid is a binding offer by the Seller, capable of acceptance by the Buyer, and remains irrevocable for the validity period stated in the Bid or, where no period is stated, for fourteen (14) calendar days from submission. Submission of a Bid consumes one Bid Credit. A Bid may be withdrawn before acceptance only with the Buyer's consent or with the approval of Lalaaji, and a Seller that fails to honour an accepted Bid is liable to the Buyer for the resulting loss and to Lalaaji for the Fees that would have accrued.

  8.4 A Proposal is a binding offer by the Seller on the same basis as a Bid, and clause 8.3 applies to it accordingly.

  8.5 Lalaaji determines which Sellers receive which RFQs, using criteria that may include category, region, verification status, subscription tier, performance history, and direct assignment. Lalaaji gives no guarantee that an RFQ will be distributed, that any Bid will be received, or that any minimum number or quality of Bids or leads will result from a subscription, an advertising campaign, or any other Service.

  8.6 The Buyer may accept, reject, or ignore any Bid or Proposal at its discretion, and may negotiate terms through the Platform before acceptance.

  8.7 Bid manipulation is prohibited, including bidding on one's own RFQ, bidding through a related or controlled account, submitting a Bid without the intention or capacity to perform, and coordinating prices with other Sellers.

• 9. Formation and content of the Transaction Contract

  9.1 A Transaction Contract is concluded at the moment the Buyer accepts a Bid or a Proposal through the Platform and an Order is created. Acceptance takes effect on recording by the Platform.

  9.2 The Transaction Contract consists of the accepted Bid or Proposal, the specification, Tech Pack, and approved Sample requirements referenced in it, the quantities, unit prices, total price, and currency, the trade terms, which shall be construed in accordance with Incoterms 2020 unless otherwise stated, the shipping and payment method, and these Terms, which are incorporated by reference and bind the Buyer and the Seller as between themselves so far as they are capable of applying.

  9.3 In the event of conflict, the specific written terms of the Transaction Contract prevail over these Terms in the relationship between Buyer and Seller. Nothing agreed between a Buyer and a Seller varies, limits, or affects the rights of Lalaaji under these Terms without Lalaaji's written consent.

  9.4 After an Order enters the Manufacturing phase, no change to design, specification, materials, quantity, or delivery terms is effective unless agreed in writing on the Platform. Requested changes may be treated as a new Order and may attract additional charges.

  9.5 The records, logs, timestamps, message history, and Order events maintained by Lalaaji constitute evidence of the matters recorded and, in the absence of proof to the contrary, are accepted as conclusive between the parties. Users waive any objection to the admissibility of such records on the ground that they are electronic.

• 10. Order lifecycle

  10.1 An Order proceeds through the phases of Payment, Sampling where applicable, Manufacturing, and Completion, and through the states recorded on the Platform. Each party must perform its obligations promptly at each stage.

  10.2 Payment phase. The Seller is not obliged to commence Sampling or Manufacturing, and may not be instructed to do so, until payment has been confirmed or funds have been received under Payment Protection. Delay by the Buyer in funding extends all delivery estimates accordingly.

  10.3 Sampling phase. Where Sampling applies, the Seller produces the Sample against the approved Tech Pack. The Buyer must approve the Sample or provide written, itemised, evidence-based rejection reasons within fourteen (14) calendar days of receipt. Failure to respond within that period constitutes approval. The number of Sample rounds included, and the charges for further rounds, are as stated in the Transaction Contract. Where the Buyer waives Sampling, the Buyer accepts the goods against the Tech Pack alone and may not rely on the absence of a Sample as a ground of complaint, save where the goods materially deviate from the Tech Pack.

  10.4 Manufacturing phase. Manufacturing commences on approval of the Sample or on waiver of Sampling. The Seller shall keep the Order status current, upload production evidence where requested, and notify the Buyer without delay of any event likely to affect quantity, quality, or timing.

  10.5 Shipment. The Seller shall ship in accordance with the agreed trade terms and shall record tracking information on the Platform. Risk and title pass in accordance with the agreed Incoterms 2020 rule. Unless the agreed rule provides otherwise, the Buyer is responsible for import clearance, duties, taxes, and destination charges. Delivery dates communicated on the Platform are estimates and are not guaranteed, unless expressly agreed as fixed dates in the Transaction Contract.

  10.6 Delivery, inspection, and notice of non-conformity. The Buyer must inspect the goods on delivery and must give written notice of any visible damage, shortage, or non-conformity through the Platform within seven (7) calendar days of delivery. Latent defects must be notified within seven (7) calendar days of discovery and in any event within six (6) months of delivery. Notice must state the Order number, the nature and extent of the alleged non-conformity, the quantity affected, and must be accompanied by photographic or documentary evidence. The periods in this clause are agreed as the reasonable period within the meaning of article 7:23 of the Dutch Civil Code. Failure to give notice within these periods constitutes unconditional acceptance of the goods, extinguishes any claim in respect of them, and authorises release of held funds.

  10.7 Completion. An Order completes on acceptance or deemed acceptance of the goods and release of payment in accordance with clause 12.

• 11. Conformity, tolerances and Buyer-supplied inputs

  11.1 A variance of up to five per cent (5%) above or below the ordered quantity is accepted as industry standard and does not constitute non-conformity. The Buyer is charged for the quantity actually delivered.

  11.2 Commercially reasonable variance in colour, shade, print registration, hand feel, fabric weight, and measurement within the tolerances customary in the relevant industry, or within tolerances stated in the Tech Pack, does not constitute a defect. Variance between a physical product and an on-screen image is not a defect.

  11.3 Where the approved Sample and the Tech Pack are inconsistent, the approved Sample prevails as to appearance and construction, and the Tech Pack prevails as to measurements and materials, unless otherwise agreed in writing.

  11.4 Materials, trims, artwork, patterns, moulds, and specifications supplied by the Buyer are used at the Buyer's risk. The Seller is not liable for defects arising from them, and the Buyer remains responsible for their legality and for any third-party rights in them.

• 12. Payment Protection

  12.1 Where Payment Protection applies, the Buyer pays the amount due into an account operated by Lalaaji or by its payment service provider or designated Payment Agent, and the funds are held and released in accordance with this clause.

  12.2 In receiving such funds, Lalaaji acts as limited collection agent for the Seller. Payment by the Buyer of the full amount into the designated account discharges the Buyer's corresponding payment obligation to the Seller to the extent of that payment, irrespective of whether and when Lalaaji releases the funds to the Seller.

  12.3 Held funds are not a deposit, are not held on trust unless required by applicable law, are not insured as a bank deposit, and do not bear interest for the benefit of any User. Any interest or yield accruing on held funds belongs to Lalaaji.

  12.4 Funds are released to the Seller, less the Fees payable, on the earliest of (a) confirmation by the Buyer that the goods are accepted, (b) expiry of the notice period in clause 10.6 without a valid notice of non-conformity, or (c) a determination under clause 18. Milestone or partial releases apply where the Transaction Contract so provides.

  12.5 No release will be made while a Dispute is open, under investigation, awaiting response, or escalated. Lalaaji may extend a hold for as long as is reasonably necessary to investigate suspected fraud, sanctions exposure, a chargeback, or a legal claim, and in any event for up to one hundred and eighty (180) calendar days.

  12.6 Approved refunds are returned to the original payment method within twenty-eight (28) working days of approval. Lalaaji is not responsible for fees, spreads, or delays imposed by the Buyer's bank, card issuer, or payment provider.

  12.7 Lalaaji may deduct from, withhold, or set off against any held or payable amount any Fees, penalties, refunds, chargebacks, reversal costs, or other amounts owed to Lalaaji or, under a determination made under clause 18, to the counterparty.

  12.8 Payment Protection is not available where the Seller is established in a Restricted Country except through the designated Payment Agent, and may not be waived by the parties in that case. Where the parties transact outside Payment Protection, they do so entirely at their own risk, and Lalaaji has no involvement in, visibility of, or liability for the payment.

• 13. Fees, invoicing and taxes

  13.1 Lalaaji charges Fees for the Services. The Fees applicable to an Order are displayed on the Platform before the Buyer commits to payment and before the Seller accepts the award, and may include a payment protection fee, a buyer transaction fee, a seller transaction fee, an agency processing fee, a late payment penalty, and an abandonment fee.

  13.2 Fee rates may differ by region, subscription plan, and individually agreed arrangement, and may be amended prospectively in accordance with clause 2.3. Amended rates do not affect Orders for which Fees have already been frozen.

  13.3 On confirmation of payment for an Order, the Fees for that Order are frozen and the corresponding invoices are issued. Frozen Fees and issued invoices are final and are not subject to later adjustment, save for the correction of manifest error.

  13.4 Lalaaji issues, on behalf of itself or of the relevant party as applicable, a tax invoice to the Buyer for the amounts payable by the Buyer, a commercial invoice in respect of the goods for customs and shipping purposes, and a commission invoice to the Seller for the seller transaction fee. Users must retain these documents as required by applicable law.

  13.5 Unless stated otherwise, all amounts are denominated in United States Dollars (USD) and, in the case of subscriptions and advertising, in the currency stated at the point of purchase. Currency conversion costs, transfer charges, and intermediary bank charges are borne by the paying User.

  13.6 All amounts are exclusive of value added tax, goods and services tax, sales tax, withholding tax, customs duties, and similar levies, which are for the account of the User liable for them under applicable law. Users are responsible for their own tax registration, reporting, and remittance, must supply a valid VAT or equivalent tax number on request, and must notify Lalaaji of any change. Where Lalaaji is required by law to withhold or deduct any amount, the amount payable is increased so that Lalaaji receives the sum it would have received absent the withholding, unless applicable law prohibits such gross-up.

  13.7 Invoices are payable within the period stated on the invoice or, failing that, within fourteen (14) calendar days of the invoice date. On late payment, the User is in default without notice of default being required, and statutory commercial interest under article 6:119a of the Dutch Civil Code accrues, together with extrajudicial collection costs of fifteen per cent (15%) of the outstanding amount subject to a minimum of two hundred and fifty euro (EUR 250). Lalaaji may suspend access to the Services and withhold payouts while any amount is overdue.

  13.8 Lalaaji may set off any amount payable by it to a User against any amount owed by that User or by an entity affiliated with that User. A User may not set off, deduct, or suspend performance in respect of any amount owed to Lalaaji, and waives any right of retention.

  13.9 Fees are earned when the corresponding Service is rendered and are non-refundable, except as expressly stated in these Terms or as required by mandatory law.

• 14. Subscriptions, Bid Credits, advertising and the Affiliate Programme

  14.1 Sellers may subscribe to a paid plan. Plan features, entitlements, and list prices are published on the Platform. Lalaaji may add, vary, or withdraw plan features on notice, provided that the plan as a whole remains substantially equivalent during a paid term.

  14.2 Subscriptions run for the term stated at purchase, being twelve (12) months unless otherwise stated, and renew for successive terms of equal length unless cancelled at least thirty (30) calendar days before the end of the then-current term. Price changes apply from the next renewal and are notified at least thirty (30) calendar days in advance. Subscription fees are payable in advance and are non-refundable, save under clause 26.5.

  14.3 Bid Credits are allocated for a defined period, are personal to the Seller, are not transferable, have no cash value, and expire at the end of the period whether or not used. A Bid Credit is consumed on submission of a Bid. A consumed Bid Credit is restored only where the Bid is withdrawn with approval under clause 8.3, where the RFQ is withdrawn or cancelled by Lalaaji before the Bid is considered, or where Lalaaji determines that the RFQ was not genuine.

  14.4 Advertising, boost, and lead-generation services are prepaid, are subject to any published minimum spend, and are non-refundable once a campaign has been submitted for delivery. Lalaaji may reject or withdraw any creative. Delivery, reach, lead volume, lead quality, conversion, and return on advertising spend are not guaranteed. Campaigns delivered through third-party networks are additionally subject to those networks' policies, and Lalaaji is not liable for their acts, omissions, rejections, outages, or account actions.

  14.5 Participation in the Affiliate Programme is subject to approval, may be withdrawn at any time, and is governed by the programme terms in addition to these Terms. Commission accrues only on Orders that complete and on which Fees are actually collected and retained. Commission is reversed, and any amount already paid is repayable on demand, where the underlying Order is refunded, charged back, cancelled, or found to be the result of self-referral, fraud, incentivised traffic, trademark bidding, spam, or any other prohibited promotional practice.

  14.6 On downgrade, non-renewal, suspension, or termination, plan entitlements, unused Bid Credits, mini-website hosting, and enhanced listing placement cease with immediate effect and without refund.

• 15. Payouts

  15.1 Amounts due to a Seller are paid to the bank account registered on the Seller's account, net of the seller transaction fee, any other Fees due, any penalties, and any deductions permitted under these Terms.

  15.2 The Seller is responsible for the accuracy of its payout details. Lalaaji is not liable for funds transmitted to an account designated by the Seller, including where the details are incorrect, outdated, or have been altered as a result of a compromise of the Seller's account or email.

  15.3 Lalaaji may withhold a payout where an Order is disputed, where a chargeback or reversal has been initiated, where verification is outstanding, where fraud is suspected, or where the Seller owes amounts to Lalaaji.

  15.4 Where a payable balance remains unclaimed and the User cannot be reached at the registered contact details for a continuous period of twenty-four (24) months, Lalaaji may, to the extent permitted by applicable law, apply the balance against its administration costs.

• 16. Cancellation, abandonment and refunds

  16.1 Goods sourced through the Platform are as a rule manufactured to order. Once Manufacturing has commenced, an Order may not be cancelled and no refund is due in respect of it, because materials have been committed and production has begun.

  16.2 A Buyer that cancels before Manufacturing commences is liable for all costs reasonably incurred by the Seller up to the date of cancellation, including sampling costs, materials committed, and design or Tech Pack work, together with all Fees already earned. Lalaaji refunds the remainder in accordance with clause 12.6.

  16.3 A Seller may abandon an Order only before any shipment of a Sample or of the goods has commenced. On abandonment by the Seller, the Buyer is entitled to a full refund of amounts paid for undelivered goods, and the Seller is liable for the abandonment fee published in the fee schedule, which the parties agree is a reasonable pre-estimate of Lalaaji's administrative loss and of the disruption caused. Repeated abandonment is a material breach and may result in downgrade, suspension, or termination.

  16.4 Lalaaji may cancel or abandon an Order on behalf of the Platform where a User is in material breach, where fraud, sanctions exposure, or unlawful conduct is suspected, where required information, approval, or payment is not provided within a reasonable period after reminder, or where performance has become commercially impracticable. In that case the Buyer is refunded amounts paid for undelivered goods, less Fees already earned and costs already incurred.

  16.5 A payment reversal, chargeback, or dispute raised with a bank or card issuer does not constitute cancellation, does not suspend the Order, and does not discharge any obligation. The User initiating an unfounded reversal is liable to Lalaaji for the amount reversed, all associated scheme and processing costs, and an administration charge, and Lalaaji may recover these by set-off, from held funds, or by direct claim.

• 17. Inspections

  17.1 A Buyer may request a pre-shipment or in-line inspection through the Platform, subject to the applicable inspection fee and to the Seller granting reasonable access to the production site.

  17.2 Inspections are performed by independent third-party inspectors or by inspectors appointed by Lalaaji. Inspection is carried out on a sampling basis in accordance with the applicable standard and does not amount to an examination of every unit.

  17.3 An inspection report is advisory and evidential only. A pass, conditional pass, or failure result does not warrant conformity of the goods, does not relieve the Seller of its obligations under the Transaction Contract, does not relieve the Buyer of its inspection and notification obligations under clause 10.6, and does not create any liability on the part of Lalaaji for the condition of the goods.

• 18. Disputes between Users

  18.1 Buyers and Sellers must first attempt in good faith to resolve any disagreement directly through the Platform messaging function within seven (7) calendar days of the issue arising.

  18.2 Where direct resolution fails, either party may open a Dispute on the Platform within the notification periods in clause 10.6. A Dispute must state the Order number, the type and nature of the complaint, the quantity affected, the remedy sought, and must attach supporting evidence. Lalaaji may require further information, samples, or an inspection report.

  18.3 Lalaaji may, but is not obliged to, facilitate, investigate, and determine a Dispute. Lalaaji shall use reasonable endeavours to acknowledge a Dispute within five (5) working days and to communicate a determination within twenty-eight (28) working days of receipt of all information it requests.

  18.4 A determination by Lalaaji binds the parties only as to the allocation and release of funds held under Payment Protection and as to Platform-administered remedies. It is not an arbitral award, does not determine the substantive legal rights and obligations of the parties under the Transaction Contract, and does not prevent either party from pursuing its rights before the competent court. A party that fails to participate or to supply requested evidence within the period stated is determined against on the record available.

  18.5 Platform-administered remedies may include rework, replacement, a price reduction, a partial or full refund, release or return of held funds, and adjustment of ratings and performance metrics.

  18.6 Abuse of the dispute process, including raising a Dispute without foundation, withholding evidence, fabricating evidence, or using a Dispute as leverage to renegotiate an agreed price, is a material breach of these Terms and may result in a penalty, suspension, or termination.

• 19. Complaints against Lalaaji

  19.1 Any complaint, claim, or grievance against Lalaaji arising out of or in connection with the Platform, the Services, the Fees, or these Terms (a "Complaint") must be submitted exclusively in writing to [email protected].

  19.2 Lalaaji is not obliged to acknowledge, investigate, respond to, or otherwise process any Complaint communicated through any other channel, including social media, telephone, third-party messaging applications, postal correspondence, communications addressed to individual employees, or any other email address operated by Lalaaji. A communication through any such channel does not constitute a valid Complaint, has no legal effect, and does not suspend, interrupt, or extend any period or deadline under these Terms.

  19.3 A Complaint must state the complainant's full legal name and contact details, the relevant Order number or account identifier, a detailed description of the matter complained of, the remedy sought, and must attach the supporting evidence relied upon.

  19.4 Lalaaji shall use reasonable endeavours to acknowledge a valid Complaint within five (5) working days and to provide a substantive response within twenty-eight (28) working days of receipt. Where further investigation is required, Lalaaji shall inform the complainant of the expected timeline.

  19.5 The submission of a Complaint does not suspend any payment obligation, and does not entitle the complainant to withhold, set off, or delay any amount due.

  19.6 A User must notify Lalaaji of any claim promptly and in any event within twelve (12) months of the date on which the User became aware, or ought reasonably to have become aware, of the facts giving rise to it. A claim not notified within that period lapses and is unenforceable, without prejudice to article 6:89 of the Dutch Civil Code.

• 20. Prohibited conduct and anti-circumvention

  20.1 You must not, and must not permit any third party to: (a) provide false, misleading, or fraudulent information, or impersonate any person or entity; (b) operate multiple or fake accounts, or manipulate ratings, reviews, bids, or performance metrics; (c) list, offer, or trade counterfeit, stolen, prohibited, sanctioned, or unlawful goods; (d) infringe the intellectual property, confidentiality, or privacy rights of any person; (e) upload malware or any code intended to disrupt, damage, or gain unauthorised access; (f) scrape, crawl, harvest, index, or extract data from the Platform by automated means, or use Platform data to train or fine-tune any machine learning or artificial intelligence system, in each case without Lalaaji's prior written consent; (g) reverse engineer, decompile, or attempt to derive the source code of any part of the Platform; (h) probe, scan, or test the vulnerability of the Platform, or breach or circumvent any authentication, rate limit, or security measure; (i) send unsolicited commercial communications to other Users, or use contact data obtained through the Platform for any purpose other than the transaction for which it was provided; (j) harass, threaten, defame, or discriminate against any person; or (k) use the Platform in a manner that disrupts its operation or the use of it by others.

  20.2 Anti-circumvention. Users must not circumvent the Platform in order to avoid Fees. In particular, for a period of twenty-four (24) months following the first introduction of a Buyer and a Seller through the Platform, neither of them shall conclude or perform, outside the Platform, any transaction of the same or a substantially similar nature with the other, or with an entity affiliated with the other, in respect of goods or services of a type first quoted, sampled, or discussed on the Platform, unless Lalaaji has consented in writing.

  20.3 Solicitation to transact off-platform, including the exchange of contact details for that purpose, the invoicing of a Platform-introduced counterparty outside the Platform, and the routing of payment outside Payment Protection where Payment Protection applies, constitutes a breach of clause 20.2.

  20.4 On a breach of clause 20.2 or 20.3, the User in breach shall pay to Lalaaji, by way of immediately payable liquidated damages and without notice of default being required, an amount equal to the greater of (a) twenty per cent (20%) of the value of the off-platform transaction and (b) five thousand United States Dollars (USD 5,000) per transaction, without prejudice to Lalaaji's right to claim full compensation for damages exceeding that amount, to injunctive relief, and to terminate the account. The User shall on request provide the information reasonably necessary to establish the value of the off-platform transaction.

  20.5 Lalaaji may investigate suspected breaches of this clause 20, and may remove content, restrict functionality, withhold funds, suspend or terminate accounts, and report conduct to law enforcement or regulatory authorities.

• 21. Intellectual property

  21.1 The Platform, including its software, source code, databases, structure, design, user interfaces, text, graphics, logos, trade marks, and trade names, is owned by Lalaaji or its licensors and is protected by intellectual property law. Subject to your compliance with these Terms, Lalaaji grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for its intended business purpose during the term of your account. All rights not expressly granted are reserved. You may not use the Lalaaji name, marks, or branding without prior written consent.

  21.2 You retain ownership of your User Content. You grant Lalaaji a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to host, store, reproduce, adapt, reformat, translate, publish, display, and distribute your User Content for the purposes of operating, promoting, and improving the Platform and the Services, including in marketing materials, search results, and communications to other Users. This licence continues for as long as the User Content remains on the Platform and, in respect of copies already incorporated into archives, backups, or previously distributed materials, for a reasonable period thereafter. You warrant that you hold all rights necessary to grant this licence.

  21.3 Buyer designs and Tech Packs. As between Buyer and Seller, the Buyer retains all intellectual property rights in the designs, artwork, patterns, and Tech Packs it supplies. The Seller receives a strictly limited, non-exclusive, non-transferable licence to use them solely for the purpose of quoting for and performing the relevant Order. The Seller must not reproduce, adapt, register, disclose, resell, or manufacture from them for any third party or for its own account, must not use them after completion or cancellation of the Order, and must, on the Buyer's written request, return or irretrievably delete all copies and confirm in writing that it has done so. Breach of this clause causes irreparable harm for which damages alone are an inadequate remedy, and the Buyer is entitled to seek injunctive relief.

  21.4 Custom work created by Lalaaji. All specifications, Tech Packs, patterns, gradings, design files, and production documentation created by Lalaaji or on its behalf in the course of providing the Services remain the property of Lalaaji unless ownership is expressly assigned in writing. Absent such assignment, the User receives a non-exclusive licence to use that material solely for the Order for which it was produced. Assignment may be made subject to a separate agreement and additional fee.

  21.5 Feedback. Where you submit suggestions, ideas, or feedback about the Platform, you grant Lalaaji an irrevocable, perpetual, worldwide, royalty-free right to use and exploit them without restriction, attribution, or compensation.

  21.6 Notice and takedown. A rights holder that believes content on the Platform infringes its rights may notify [email protected], stating the right relied upon, evidence of ownership, the precise location of the content, and a statement made in good faith that the use is not authorised. Lalaaji may remove or disable access to the content pending resolution, may forward the notice to the User concerned, and may accept a counter-notice. Lalaaji operates a repeat infringer policy and may terminate the account of a User that infringes repeatedly.

• 22. Confidentiality

  22.1 Each User shall treat as confidential all non-public information received from another User or from Lalaaji through the Platform, including RFQ contents, specifications, Tech Packs, pricing, cost breakdowns, customer identities, production capacity, supplier lists, business plans, and the terms of any Transaction Contract.

  22.2 Confidential information may be used only for the purpose of evaluating, concluding, and performing a transaction on the Platform, may be disclosed only to personnel and subcontractors that need to know it and that are bound by equivalent obligations, and must be protected with at least the degree of care the recipient applies to its own confidential information.

  22.3 The obligations in this clause do not apply to information that is or becomes public other than through breach, that the recipient can show it lawfully held before receipt, that is lawfully received from a third party without restriction, or that is independently developed without use of the confidential information. Disclosure required by law, regulation, or court order is permitted, provided the disclosing party gives prior notice where lawful.

  22.4 These obligations survive termination for five (5) years, and indefinitely in respect of trade secrets and of designs and Tech Packs covered by clause 21.3.

• 23. Data protection and communications

  23.1 Lalaaji processes personal data in accordance with its Privacy Policy, which forms part of these Terms. Where a User receives personal data of a counterparty through the Platform, that User acts as an independent controller in respect of its own processing, must process the data only for the purposes of the transaction, and must comply with Regulation (EU) 2016/679 and all other applicable data protection law.

  23.2 You consent to receive service and transactional communications by email, SMS, WhatsApp, in-app message, and push notification. Notifications relating to Orders and payments are necessary for the performance of the agreement and cannot be disabled while an account is active. Marketing communications may be declined at any time through your notification settings.

  23.3 Messages exchanged through the Platform are stored and may be reviewed by Lalaaji for the purposes of dispute resolution, fraud prevention, sanctions and quality monitoring, enforcement of these Terms, and compliance with legal obligations.

  23.4 The parties agree that electronic records, acceptances recorded on the Platform, and electronic signatures have the same legal effect as written and signed documents, and waive any objection to their validity on that basis.

• 24. Third parties, payment agents and Agency transactions

  24.1 The Services rely on third parties, including payment service providers, banks, carriers, freight forwarders, inspection agencies, messaging and advertising networks, and cloud infrastructure providers. Lalaaji contracts with them on ordinary commercial terms and exercises reasonable care in their selection, but is not liable for their acts or omissions save to the extent of that duty of care.

  24.2 Where an Order involves a Payment Agent or an Agency, whether because the Seller or the Buyer is established in a Payment Restricted Country or for other operational reasons, the payment is collected, processed, and remitted by that Agency, the Agency's terms apply in addition to these Terms, and the User authorises the exchange of the data necessary to give effect to the arrangement.

  24.3 The Platform may link to third-party websites and services. Lalaaji does not control them, does not endorse them, and is not responsible for their content, terms, or practices.

• 25. Availability and changes to the Services

  25.1 Lalaaji shall use reasonable endeavours to keep the Platform available, but does not warrant uninterrupted or error-free operation. Access may be suspended for maintenance, upgrades, security, or capacity management, with notice where reasonably practicable. No service level applies unless separately agreed in writing.

  25.2 Lalaaji may add, modify, restrict, or discontinue any feature of the Platform. Where a discontinuation materially reduces the value of a paid subscription, the affected User may terminate the subscription and receive a pro rata refund of prepaid fees for the unexpired term, which is that User's sole remedy.

  25.3 Features designated as beta, pilot, or preview are supplied on an as-is basis, may be withdrawn without notice, and are excluded from any warranty and from any remedy under clause 25.2.

• 26. Suspension and termination

  26.1 You may terminate these Terms at any time by closing your account, provided that all open Orders are completed or lawfully resolved and all outstanding amounts are paid. Termination does not entitle you to a refund of Fees already earned, save as stated in clause 25.2 or 26.5.

  26.2 Lalaaji may suspend access, restrict functionality, withhold payouts, remove content, or terminate an account with immediate effect and without judicial intervention where (a) a User is in breach of these Terms, (b) Lalaaji reasonably suspects fraud, money laundering, sanctions exposure, or unlawful conduct, (c) a User's conduct exposes Lalaaji or other Users to legal, financial, or reputational risk, (d) amounts due remain unpaid after reminder, (e) a User is declared bankrupt, applies for suspension of payments, enters liquidation, or ceases to carry on business, or (f) required by law or by a competent authority.

  26.3 On termination, the licence in clause 21.1 ends, listings and mini-websites are withdrawn, and access to the Platform ceases. Orders already in progress are completed, cancelled, or otherwise resolved in accordance with clauses 12 and 16, and these Terms continue to apply to them until they are resolved. Fees accrued before termination remain payable.

  26.4 Clauses 1, 3.3, 5.5, 6, 9.5, 12.7, 13, 15, 16.5, 18.4, 19, 20.2 to 20.5, 21, 22, 23, 27, 28, 29, 31, and 32, and every other provision that by its nature is intended to survive, survive termination.

  26.5 Where Lalaaji terminates a paid subscription other than for a reason set out in clause 26.2, the User receives a pro rata refund of prepaid subscription fees for the unexpired term. In every other case of termination, prepaid Fees, Bid Credits, and advertising credits are forfeited.

• 27. Warranties and disclaimers

  27.1 The Platform and the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Lalaaji excludes all warranties, conditions, and undertakings of any kind, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted availability.

  27.2 Without limiting clause 27.1, Lalaaji gives no warranty and accepts no responsibility as to (a) the identity, capacity, solvency, integrity, or performance of any User, (b) the accuracy or completeness of any listing, verification status, badge, rating, translation, price indication, lead time, capacity estimate, or search result, (c) the quality, safety, legality, conformity, or intellectual property status of any goods, (d) the outcome of any inspection, or (e) any commercial result, including sales, leads, or return on advertising spend.

  27.3 Nothing in these Terms excludes or limits liability for intent or wilful recklessness on the part of Lalaaji's management, for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded or limited.

• 28. Limitation of liability

  28.1 Subject to clause 27.3, Lalaaji is not liable for indirect or consequential loss of any kind, including loss of profit, loss of turnover, loss of anticipated savings, loss of contracts or business opportunity, loss of goodwill or reputation, loss or corruption of data, production stoppage, or costs of substitute procurement, however arising and whether or not foreseeable.

  28.2 Subject to clause 27.3, the aggregate liability of Lalaaji to a User for all claims arising out of or in connection with these Terms, the Platform, or the Services in any period of twelve (12) consecutive months is limited to the lower of (a) the total Fees received by Lalaaji from that User in the twelve (12) months preceding the event giving rise to the liability and (b) twenty-five thousand United States Dollars (USD 25,000). Where a claim relates to a particular Order, the liability of Lalaaji in respect of that Order is further limited to the Fees Lalaaji actually received and retained on that Order.

  28.3 Subject to clause 27.3, Lalaaji is not liable for any act or omission of a Buyer, a Seller, a carrier, an inspector, a payment provider, an advertising network, or any other third party, nor for the non-performance, defective performance, insolvency, or fraud of a counterparty introduced through the Platform.

  28.4 A series of connected events constitutes a single event for the purposes of clause 28.2.

  28.5 The limitations in this clause 28 apply to liability in contract, in tort, under statute, and on any other basis, apply for the benefit of Lalaaji's group companies, directors, officers, employees, and subcontractors, and reflect the allocation of risk between the parties and the level of the Fees.

• 29. Indemnification

  29.1 You shall indemnify, defend, and hold harmless Lalaaji, its group companies, and their respective directors, officers, employees, agents, and subcontractors against all claims, proceedings, liabilities, damages, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or in connection with (a) your User Content, (b) your breach of these Terms or of applicable law, (c) any Transaction Contract to which you are a party, including any claim for defective, unsafe, infringing, or non-conforming goods, (d) any claim that your User Content or goods infringe a third-party right, (e) any tax, duty, or regulatory liability attributable to you, and (f) any misrepresentation of your capacity under clause 3.

  29.2 Lalaaji shall notify you of any claim to which this indemnity applies, and may conduct the defence of that claim itself, at your cost, where in its reasonable opinion its own interests or reputation are engaged. You shall provide all reasonable cooperation and shall not settle or compromise a claim in a way that admits liability on the part of Lalaaji or imposes an obligation on it without its prior written consent.

• 30. Force majeure

  30.1 Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money already due, where the failure or delay results from an event beyond its reasonable control, including natural disaster, extreme weather, fire, flood, epidemic or pandemic, war, civil unrest, terrorism, embargo, sanctions, act of government or regulatory authority, port congestion, customs delay, strike or labour dispute, failure of raw material or component supply, energy shortage, failure of telecommunications, hosting, or payment infrastructure, and cyberattack.

  30.2 The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effects. Obligations are suspended for the duration of the event.

  30.3 Where the event continues for more than ninety (90) working days, either party may terminate the affected Order by written notice, in which case the Buyer is refunded amounts paid in respect of undelivered goods, less Fees already earned and costs already incurred in accordance with clause 16.

• 31. General provisions

  31.1 You may not assign, transfer, or encumber any right or obligation under these Terms without Lalaaji's prior written consent. Lalaaji may assign or transfer its rights and obligations, in whole or in part, to a group company or to a successor in connection with a merger, acquisition, or transfer of business, and may assign or pledge its receivables to a third party without consent.

  31.2 Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between Lalaaji and any User, save for the limited collection agency in clause 12.2.

  31.3 If any provision is held invalid or unenforceable, it shall be replaced by a valid provision that most closely reflects the original commercial intent, and the remaining provisions continue in full force.

  31.4 A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not preclude further exercise. A waiver is effective only if given in writing.

  31.5 Notices to Lalaaji must be sent to [email protected]. Notices to a User are validly given by email to the address registered on the account or by notification within the Platform, and are deemed received twenty-four (24) hours after despatch, unless the sender receives notice of non-delivery. Users must maintain a valid and monitored email address.

  31.6 These Terms, together with the Privacy Policy, the fee schedule, and any additional terms referred to in clause 2.4, constitute the entire agreement between you and Lalaaji in respect of their subject matter, and supersede all prior agreements, representations, and understandings, whether written or oral. No User has relied on any statement not expressly set out in these Terms.

  31.7 Save for the persons indemnified under clause 29.1 and the persons benefiting from clause 28.5, these Terms do not confer rights on any third party.

  31.8 Headings are for convenience only and do not affect interpretation. Words following "including", "in particular", or "for example" are illustrative and do not limit the preceding words.

  31.9 Lalaaji may correct manifest errors, including typographical, calculation, and pricing errors, in listings, quotations, invoices, and these Terms, and is not bound by a manifest error.

• 32. Governing law and jurisdiction

  32.1 These Terms and all non-contractual obligations arising out of or in connection with them are governed by the laws of the Netherlands, excluding its rules on conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) is expressly excluded.

  32.2 Unless the Buyer and the Seller expressly agree otherwise in writing in the Transaction Contract, the Transaction Contract is likewise governed by the laws of the Netherlands, with the United Nations Convention on Contracts for the International Sale of Goods excluded.

  32.3 All disputes arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent court in Rotterdam, the Netherlands, save that Lalaaji retains the right to bring proceedings before the courts of the User's domicile or place of business, and either party may apply to any court of competent jurisdiction for interim or injunctive relief.

  32.4 To the fullest extent permitted by law, disputes shall be resolved on an individual basis, and no User may bring or participate in a collective or representative action against Lalaaji.

• 33. Company information

  Lalaaji Netherlands B.V.
  Coolhaven 238A, 3024AP Rotterdam, the Netherlands
  Chamber of Commerce (KvK): 4758884121
  Legal and complaints: [email protected]
  Privacy and data protection: [email protected]