These Terms and Conditions of Sale (“CGV”) govern the contractual relationship between Astra Vision Ventures SARL (operating under the brand Innovia Agency), a Luxembourg private limited liability company registered under number B293279, with its registered office at 16, Rue d’Epernay, L-1490 Luxembourg (hereinafter “Innovia”, “we” or “our”), and any professional client (hereinafter “the Client”).
These CGV apply to all services, quotes, and agreements concluded between Innovia and the Client, unless specific written conditions are agreed otherwise.
Article 1 – General Provisions
Unless agreed otherwise in writing, these CGV are the only terms applicable to all contracts, regardless of any contradictory clauses in the Client’s own documents.
Innovia reserves the right to amend these CGV at any time without prior notice. The applicable version is the one published on www.innoviaagency.com on the date the order is confirmed.
Article 2 – Quotes and Orders
All offers are made without commitment. Orders are only considered accepted upon written confirmation from Innovia, either by signature or electronic validation.
By validating a quote or sending confirmation, the Client acknowledges having read and accepted these CGV in full.
Issuance of a down-payment or partial invoice by Innovia constitutes formal contract confirmation, subject to the agreed payment terms.
Article 3 – Delivery and Timeframes
Delivery or completion times are indicative unless expressly guaranteed. Delays shall not entitle the Client to cancel the order or claim penalties.
Innovia reserves the right to deliver partial services or stages based on project structure.
Article 4 – Pricing and Payment Conditions
Prices are in euros and exclusive of VAT. Prices are subject to change. Unless otherwise agreed, any service not yet executed at the time of a price change will be invoiced at the new rate.
Invoices are payable within 10 working days. Unless otherwise specified, a 50% deposit is required upon order confirmation, with the remaining 50% due on project delivery.
In the event of late payment, the Client shall owe default interest of 15% per annum, calculated from the due date without notice, plus a fixed compensation fee of €100 for administrative recovery costs.
Additionally, if payment is not made within 15 days of the due date, all outstanding amounts become immediately due, and Innovia reserves the right to suspend all services and consider the contract automatically terminated, without prior notice.
The Client may be required to provide a financial guarantee for ongoing or future projects.
Article 5 – Ownership and Risk Transfer
All deliverables and rights remain the property of Innovia until full payment of the agreed price, late interests, and any additional costs. The Client may not use, transfer, or assign the work in any form prior to full settlement.
The risks associated with the deliverables transfer to the Client upon delivery or access provision.
Article 6 – Guarantees and Liability
The Client is responsible for understanding the specifications, usage limitations, and responsibilities related to the ordered service.
Our liability is strictly limited to correcting the non-conform service or, at our discretion, providing an equivalent replacement. We are not liable for indirect damages or any misuse by the Client.
Claims must be submitted in writing within 8 days of delivery for visible defects or non-conformities, and within 8 days of discovery for hidden defects, provided the Client is current on all payments.
In projects involving custom development (e.g. websites, branding, digital strategy), the Client remains fully responsible for legal compliance (e.g. GDPR, copyright, e-commerce law, etc.) of the content and purpose of use.
Article 7 – Intellectual Property
All copyright and intellectual property rights in the deliverables remain the property of Innovia, unless otherwise agreed in writing.
The Client guarantees they possess all necessary rights for materials they provide (text, images, concepts) and indemnifies Innovia from all third-party claims.
Design assets, mockups, source files, software, and development code remain our property unless expressly transferred. The Client receives a limited right of use strictly defined by the quote or contract.
Article 8 – Commercial Mentions and References
Innovia may include a discreet credit or link on the Client’s website or deliverables unless agreed otherwise.
Innovia reserves the right to reference the completed project in its portfolio or marketing materials unless the Client requests confidentiality in writing at the time of order confirmation.
Article 9 – Termination
Innovia may terminate the contract immediately, without court action or notice, in the event of:
– Non-payment of any amount due;
– Breach of these CGV;
– Insolvency, liquidation, seizure, or cessation of activity by the Client.
In the event the Client cancels a confirmed order already in progress, Innovia may charge up to 25% of the total order value, plus an additional 25% termination fee, without prejudice to actual loss compensation.
Article 10 – Force Majeure
Neither party shall be held liable for failure to perform due to events beyond their control, such as natural disasters, strikes, pandemics, or regulatory bans.
Affected parties must notify the other and use best efforts to limit impact and resume performance as soon as possible.
Article 11 – Applicable Law and Jurisdiction
These CGV and all related contracts are governed exclusively by Luxembourg law, to the exclusion of any conflict-of-law rules.
Any dispute shall fall under the exclusive jurisdiction of the courts of Luxembourg City, unless Innovia chooses another competent court.
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This document was last updated on 25.04.2025
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