Terms and conditions

1. Purpose

S&T Agency is a marketing and communication agency offering, in particular, the following services:

• marketing strategy, communication consulting and management of online advertising campaigns (Meta, Google and other platforms);
• branding, logo and visual identity design;
• website design, redesign and maintenance;
• social media management and content creation;
• photography, video and motion design;
• print, custom apparel (workwear, sportswear, etc.) and promotional items;
• press relations and events;

and, more generally, any service agreed with the Client in a quote, offer, contract or written agreement.

The exact scope of the assignment, the expected deliverables, deadlines, financial terms and specific conditions are defined in the quote, contract or written agreement concluded between the parties.

2. Quotes and order confirmation

Quotes issued by S&T Agency are valid for 30 days from their date of issue, unless otherwise stated on the quote.

An order is firm and final as soon as the Client approves the quote in writing, whether by signature, agreement by email, written message or payment of the requested deposit.

Any change requested by the Client after approval of the quote may give rise to an additional quote or additional invoicing.

S&T Agency reserves the right to refuse any request that falls outside the initially agreed scope or is not compatible with its availability, skills or current commitments.

3. Prices

Prices shown in quotes and invoices are in euros, excluding or including VAT as indicated on the documents issued.

Prices are based on the information provided by the Client at the time of the request. Any incomplete, incorrect or subsequently modified information may lead to a price adjustment or an additional quote.

Unless otherwise stated in the quote, prices do not include travel expenses outside the Grand Duchy of Luxembourg, advertising budgets, licence fees, stock images, fonts, music, hosting or domain names, or delivery costs.

Services not included in the initial quote will be invoiced separately after the Client’s approval.

4. Deposit

Depending on the nature, amount or duration of the assignment, S&T Agency may request a deposit before starting the work.

Unless otherwise stated in the quote, this deposit may amount to up to 50% of the total order. For print, apparel and custom item orders, a deposit of up to 100% of the production cost may be required before production starts.

The start of the assignment or production may be postponed until the requested deposit has actually been received.

5. Payment terms

Unless otherwise stated on the quote or invoice, invoices issued by S&T Agency are payable within 30 days of their date of issue.

Payment is made by bank transfer to the account indicated on the invoice.

Recurring services (social media management, campaign management, maintenance, hosting, etc.) are invoiced according to the frequency set out in the quote or contract.

No discount is granted for early payment, unless otherwise agreed in writing.

Any dispute concerning an invoice must be made in writing within 8 calendar days of its date of issue. After this period, the invoice is deemed accepted.

6. Late payment

In the event of non-payment by the due date, S&T Agency reserves the right to immediately suspend all ongoing services, including the running of campaigns and the hosting or maintenance of a website, without such suspension being considered a fault or giving rise to any compensation for the Client.

Any late payment may automatically, and without prior formal notice, give rise to late-payment interest at the statutory rate applicable to commercial transactions.

S&T Agency may also claim a flat-rate compensation of €40 for recovery costs.

If the recovery costs actually incurred exceed this flat-rate amount, S&T Agency reserves the right to claim additional compensation, in particular where a lawyer, a debt collection agency or any other necessary procedure is used.

7. Performance of services

S&T Agency undertakes to perform the agreed services seriously, professionally and diligently, in accordance with the quote, contract or written agreement concluded with the Client.

Any deadlines communicated are indicative, unless otherwise committed to in writing.

The Client undertakes to provide S&T Agency, in good time, with all the information, documents, access, content, approvals, contact details, graphic elements, texts, photos, videos or other items needed to carry out the assignment.

Any delay, lack of response, late change or incomplete information from the Client may postpone the delivery dates, without S&T Agency being held liable.

Unless otherwise stated in the quote, each creation includes two rounds of changes. Additional changes will be invoiced on a time basis or according to an additional quote.

8. Online advertising and social media

Advertising budgets (Meta, Google, LinkedIn or any other platform) are separate from S&T Agency’s fees. Unless otherwise agreed, they are paid directly by the Client to the platforms using the Client’s own means of payment.

S&T Agency cannot be held liable for decisions made by third-party platforms, including the refusal or suspension of an ad or account, or changes to algorithms, distribution rules, prices or features.

The Client remains the owner of its advertising accounts, pages and social media accounts.

9. Websites

Unless otherwise stated in the quote, the domain name and hosting are registered in the Client’s name, and the Client remains their owner and is responsible for their renewal. Where S&T Agency manages them on the Client’s behalf, they are re-invoiced under the terms set out in the quote.

The website is deemed delivered once it goes live or, failing that, upon the Client’s written approval. Changes requested after going live are subject to an additional quote.

Unless there is a maintenance contract, S&T Agency is not required to provide technical updates, security, backups or the proper functioning of the website after delivery, nor compatibility with later changes to browsers, extensions or third-party services.

The Client is responsible for the content published on its website, as well as for its legal notice, privacy policy and the compliance of its online activity with applicable regulations.

10. Photo, video and motion design

Shoots take place on the dates, times and locations agreed with the Client. Any cancellation or postponement requested by the Client less than 48 hours before the scheduled date may result in the invoicing of the costs incurred and part of the service.

The Client is responsible for obtaining the necessary permissions for the shooting locations, as well as image rights for the people, staff and property photographed or filmed at its request.

S&T Agency delivers a selection of photos or a final edit in the formats set out in the quote. Rushes, unused images and working files are not delivered, unless specifically agreed.

If bad weather prevents an outdoor shoot, the session may be postponed by mutual agreement, at no cost to either party.

11. Print, apparel and custom items

All production is preceded by a proof or mock-up sent to the Client. Production only starts after the Client’s written approval of this proof; the Client is responsible for the approved texts, spelling, dimensions, colours, sizes and quantities.

As products are made to order, an approved order cannot be cancelled, changed, returned or exchanged once production has started.

Slight differences in colour between the screen, the proof and the finished product, as well as the manufacturing, marking-position and quantity tolerances (plus or minus 5%) customary in the trade, cannot justify refusing the order or reducing the price.

Production and delivery times depend on suppliers and available stock. They are indicative.

The Client checks the goods on receipt and reports any visible defect or non-conformity in writing within 8 calendar days. Where the textile or medium is supplied by the Client, S&T Agency cannot be held liable for its quality or its reaction to the marking.

12. Deliverables and intellectual property

As part of its services, S&T Agency provides the Client with final, ready-to-use files.

Unless otherwise stated in the quote, the rights to use the final creations (logos, visuals, photos, videos, texts, etc.) are assigned to the Client for the intended uses upon full payment for the service. Until full payment, the creations remain the property of S&T Agency.

Unless otherwise stated in the quote or specifically agreed in writing, source files, working documents, editable files, rushes, unused mock-ups, creative routes, methods, preparatory concepts and internal materials remain the property of S&T Agency.

The handover of source or editable files may be subject to a specific agreement and additional invoicing.

13. Approval of content and deliverables

The Client must proofread, check and approve the content, texts, visuals, documents, materials, files, recommendations or deliverables sent by S&T Agency before any distribution, printing, publication, commercial use or transfer to a third party.

The Client’s written approval, including by email or message, constitutes final acceptance of the deliverable.

After approval, S&T Agency cannot be held liable for any error, omission, spelling mistake, inaccurate information, misinterpretation, layout issue or non-compliant element approved by the Client.

Any change requested after approval may be invoiced separately.

14. Materials supplied by the Client

The Client warrants that it holds all the rights, permissions and licences required for the materials sent to S&T Agency, including logos, trademarks, photos, videos, texts, music, documents, access, data, commercial information or content of any kind.

The Client indemnifies S&T Agency against any claim, action or demand by a third party relating to the use of materials supplied by the Client.

S&T Agency cannot be held liable for the use of materials supplied by the Client without the necessary rights or permissions.

15. Liability

S&T Agency is bound by an obligation of means and not of result, unless otherwise agreed in writing.

S&T Agency does not guarantee any turnover, sales volume, number of leads, advertising result, commercial performance, engagement rate, search engine ranking or any other specific result, unless expressly committed to in writing.

S&T Agency cannot be held liable for the consequences of a decision made by the Client, misuse of the deliverables, a change made by the Client or a third party, incorrect information provided by the Client or a delay attributable to the Client.

S&T Agency’s liability is limited to the amount actually paid by the Client for the service concerned.

16. Confidentiality

The parties undertake to keep confidential any commercial, financial, strategic, technical or organisational information shared in the course of their collaboration.

This confidentiality obligation remains in force after the end of the assignment.

Information that is already public, legitimately known before being shared or lawfully obtained from a third party is not considered confidential.

17. Commercial references

Unless the Client requests otherwise in writing, S&T Agency reserves the right to mention the Client’s name and present the work carried out in its commercial references, portfolio, website, social media, sales presentations or communication materials.

Such presentation will respect the confidentiality of the Client’s sensitive or strategic information.

18. Force majeure

S&T Agency cannot be held liable for any delay or impossibility of performance caused by an event beyond its control, including technical failure, illness, accident, fire, natural disaster, strike, supplier problem or delay, stock shortage, service outage, administrative decision, IT problem, unavailability of a third-party platform or any other force majeure event.

In such a case, the parties’ obligations are suspended for the duration of the event.

19. Subcontracting

S&T Agency reserves the right to use partners, freelancers, printers, manufacturers, service providers or subcontractors for certain services, while remaining the Client’s main point of contact.

20. Data and access

Where the Client provides access to accounts, platforms, tools, social networks, advertising spaces, websites, hosting or software, the Client remains responsible for the overall management of its access, passwords, permissions and administration rights.

S&T Agency undertakes to use such access solely for the agreed assignment.

The Client is invited to change or revoke the access provided at the end of the collaboration or when it is no longer needed.

21. Personal data protection

S&T Agency processes the personal data of its clients and contacts in compliance with the General Data Protection Regulation (GDPR), solely for managing the business relationship, performing the services and invoicing.

Where, as part of its assignment, S&T Agency processes personal data on behalf of the Client (for example contact forms, customer files or advertising audiences), the Client remains the data controller and warrants that it has a legal basis for such processing.

Any request relating to personal data may be sent to info@st-agency.lu.

22. Complaints

Any complaint about a service must be made in writing within 8 calendar days of delivery of the deliverable or performance of the service concerned.

If no complaint is made within this period, the service is deemed accepted.

Complaints do not suspend the obligation to pay invoices that have fallen due, unless otherwise agreed in writing between the parties.

23. Governing law and jurisdiction

These general terms and conditions are governed by Luxembourg law.

In the event of a dispute, the parties undertake to seek an amicable solution before any legal proceedings.

Failing an amicable agreement, any dispute relating to the interpretation, performance or validity of these general terms and conditions, quotes, contracts, invoices or services will be submitted to the competent courts of the Grand Duchy of Luxembourg.