General Terms and Conditions of Sale

These general terms and conditions (hereinafter the “General Terms and Conditions”) govern the commercial relationship between Oxygen & Partners, a public limited company established and having its registered office at L-2313 Luxembourg, 14, Place du Parc, registered with the Luxembourg Trade and Companies Register under number B 197020, duly represented by its currently serving board of directors, and any natural or legal person ordering a product or service from Oxygen (hereinafter the “Client”) (hereinafter collectively the “Parties” or individually a “Party”).

The General Terms and Conditions shall apply from the date on which they are published online. The Client acknowledges having had access to the General Terms and Conditions, having read and understood them, and accepting them in their entirety.

Depending on the type of product or service, specific terms and conditions, contracts, specific provisions or annexes proposed by Oxygen may supplement the General Terms and Conditions. Such specific terms and conditions, contracts, specific provisions or annexes, as well as any tolerance granted by Oxygen, shall not constitute a waiver of the General Terms and Conditions.

PRODUCTS AND SERVICES

Oxygen is a public relations agency offering, in particular, the following products and services:

• Sensitive and crisis communications consulting
• Internal communications
• Press and media relations
• Stakeholder relations
• Community management, including management of social media pages
• Media monitoring
• Message training and other training programmes
• Project management

As part of these products and services, Oxygen also offers related services, including in collaboration with its partners.

QUOTATIONS

A quotation provided by Oxygen to a prospective Client must be accepted by the Client in writing within one (1) month from the date of the quotation. If the quotation is not accepted by the Client in writing within this period, it shall be null and void. Any new quotation issued by Oxygen shall render the previous quotation null and void. Each quotation is personal to the Client and may not be transferred to a third party without Oxygen’s prior written authorisation.

A quotation accepted in writing by the Client within the aforementioned period constitutes the Client’s commitment to pay the price to Oxygen and acceptance of the General Terms and Conditions in force at that time. The accepted quotation, or any other contract signed between the Parties, together with the General Terms and Conditions, shall constitute the contract binding the Parties (hereinafter the “Contract”).

PROOF APPROVAL

Depending on the purpose of the Contract, Oxygen may submit a proof of the product or service to the Client after its design and before printing, publication, production, distribution or any other form of release. Oxygen shall ask the Client to approve this proof, commonly referred to as “proof approval”. The product or service shall only be released once the Client has approved the proof.

If the Client wishes to amend the proof, Oxygen may issue a new quotation. The Client may no longer change the product or service after approving the proof. Oxygen shall have no liability for the product or service following the Client’s approval of the proof.

OXYGEN’S RIGHTS AND OBLIGATIONS

Oxygen’s products and services are tailored and provided at the Client’s request.

All of Oxygen’s obligations in performing the Contract are obligations of means. Oxygen undertakes to exercise all necessary care and diligence in performing the Contract, in accordance with professional practices and applicable standards.

Oxygen may make non-material changes to the product or service even after the proof has been approved by the Client.

Oxygen may refuse, in whole or in part, to perform the Contract or may terminate the Contract, in particular where the Contract, or part thereof, is considered questionable or where a problem or dispute arises with the Client, for example in relation to payment, doubtful settlement or refusal of authorisation by officially accredited bodies.

Oxygen may subcontract or appoint third parties to perform the Contract, in whole or in part.

THE CLIENT’S RIGHTS AND OBLIGATIONS

Performing the Contract may require close cooperation between the Parties, as well as continuous dialogue based on trust and mutual respect. The Client undertakes to cooperate with Oxygen by promptly providing all elements and information useful or necessary for the performance of the Contract, so that Oxygen can comply with the agreed deadlines. If the Client fails to provide such elements or information, Oxygen’s performance of the Contract may be delayed, and such delay shall not be attributable to Oxygen.

The Client undertakes to use Oxygen’s products and services only for the purposes for which they were intended and strictly in compliance with applicable laws and regulations.

The Client shall not associate Oxygen’s products or services with any content that may be pornographic, paedophilic, racist, terrorist, pirated or otherwise unlawful, or that is considered inappropriate by the Luxembourg Commission for Advertising Ethics (Commission Luxembourgeoise d’Éthique en Publicité, “CLEP”) or by Oxygen. In the event of a breach of this clause, Oxygen may unilaterally terminate the Contract with immediate effect and/or take legal action against the Client.

The Client acknowledges and assumes sole and full responsibility for its choices relating to the products and services, including their content, and for their compliance with applicable laws and regulations.

PRICE

The price for producing the product or providing the service shall be stated in euros (€) in the quotation provided by Oxygen to the Client.

The price corresponds to the price in force on the date of the quotation. The price is exclusive of VAT and corresponds to the sliding wage index published by STATEC in force on the date of the quotation. It shall be adjusted in accordance with variations in that index, based on a proportional adjustment applied on the invoice date.

Oxygen may not modify the agreed price unless it can provide valid justification. This shall apply in particular where performing the Contract requires additional work beyond what was provided for in the quotation. The same shall apply where performance requires the purchase or installation of equipment, intellectual property rights, sponsored content, additional components such as plug-ins, staff travel or any other additional expense, such as delivery. Oxygen shall then charge the Client an additional amount.

PAYMENT AND ADVANCE PAYMENT

No later than fourteen (14) days after accepting a quotation, the Client shall pay a non-refundable advance payment in the agreed amount, as stated in the quotation, into Oxygen’s bank account, as indicated in the quotation.

All invoices issued by Oxygen shall be payable in euros (€) by bank transfer to Oxygen’s bank account, as indicated on the invoice, within thirty (30) days of receipt. If an invoice is not paid within this period, the outstanding amount shall bear late-payment interest in accordance with the amended Law of 18 April 2004 on payment periods and late-payment interest.

If Oxygen has been unable to perform the Contract, in whole or in part, due to an event beyond its control, including as a result of an act, negligence or omission by the Client, a subcontractor, a service provider or a third party, payment shall remain due for the services actually performed and the expenses incurred.

The products and services produced shall remain Oxygen’s property until the Client has paid the full amount due. The product or service shall only be delivered once Oxygen has received the full invoiced amount. Oxygen shall be entitled to suspend performance of the Contract and may withhold delivery of the product or service in the event of late or non-payment, without prior notice.

Oxygen shall not be liable for any loss or problem the Client may suffer or encounter in connection with payment of an invoice.

Any complaint relating to an invoice must be sent to Oxygen by registered letter within fourteen (14) days following receipt of the invoice. Otherwise, the invoice shall be deemed to have been accepted without reservation.

DELIVERY OF PRODUCTS AND SERVICES

Delivery deadlines for the product or service are provided for information purposes only. Oxygen shall not be liable for any delay. Except in cases of gross negligence or wilful misconduct, the Client shall not be entitled to claim damages or terminate the Contract due to delay.

Delivery of the product or service shall take place without any particular formality. Unless the Client or Oxygen raises an objection within fourteen (14) days from the agreed delivery date, delivery shall be deemed to have taken place on the dates and under the conditions agreed between the Parties.

From the time the product or service is delivered to the Client, all risks of deterioration, loss and resulting damage shall pass to the Client.

WARRANTIES

Provided that the statutory warranty of conformity or the warranty against latent defects resulting from an inherent defect in the product received, making it unfit for its intended use, applies to the Contract, the Client may invoke such warranty under the conditions set out below.

The Client shall bear the entire burden of proof regarding the conditions for invoking the warranty, and more particularly regarding the lack of conformity or defect, the date on which the lack of conformity or defect was identified, and compliance with the statutory conditions and time limits for reporting the lack of conformity or defect.

Usual professional tolerances for execution and materials shall apply, in particular with regard to cutting accuracy, reproduction fidelity, variations in colour and the quality of printing materials. Any tolerances imposed by Oxygen’s suppliers shall be enforceable against the Client.

WARRANTY OFF FREE USE

The Client warrants to Oxygen that the materials provided to Oxygen do not infringe any third-party rights and that, where applicable, the Client has obtained from those third parties all authorisations and rights, including intellectual property rights, necessary for the use contemplated in the Contract. The Client warrants Oxygen full and unrestricted use of the materials made available to it, free from any disturbance, claim or eviction.

The Client expressly authorises Oxygen to rework, retouch and modify the materials provided by the Client, as well as to reproduce them for the purposes of performing the Contract.

Accordingly, the Client shall indemnify and hold Oxygen harmless against any judgment or award that Oxygen may incur as a result of a third-party action.

INTELLECTUAL PROPERTY

The Client undertakes to respect Oxygen’s and third parties’ intellectual property rights at all times.

The intellectual property in any material provided by Oxygen shall remain the intellectual property of Oxygen, its employees or its service providers. Intellectual property includes, without limitation, communication strategies and other strategic documents, copyrights and related rights, creative concepts, editorial content and similar materials. Subject to the provisions below, performance of the Contract shall not entail the transfer of any intellectual property rights of any kind to the Client. The Client may not use, modify or distort the intellectual property in any product or service in any manner for its own needs or for the benefit of a third party.

Oxygen, its employees and its service providers shall retain exclusive ownership of, and all rights to use, the product or service and each of its elements, including intangible elements.

Only the final product or service delivered to the Client shall be subject to a licence of use. The Client acquires only the right to use Oxygen’s products and services in accordance with the purpose of the Contract and the conditions agreed in the Contract. Any subsequent right of reproduction, or partial or total modification of the product or service, is excluded. Subsequent reproduction includes, in particular, photocopies and digital copies, regardless of their form or medium. The licence of use relating to Oxygen’s final products and services shall be granted to the Client on a non-exclusive basis only. The Client is authorised to use the final deliverables for its internal and external needs in accordance with the purpose of the Contract.

The licence of use relating to the final product or service does not include any intellectual property elements created by Oxygen for the purpose of producing the final deliverable, including, in particular, copyrights, designs and creative concepts, graphic creations and services, source code and source files (the “Ancillary Elements”). If the Client also wishes to use or obtain a copy of the Ancillary Elements, an additional licence of use must be agreed between the Client and Oxygen in a separate agreement governing the duration, fee and terms of use of those Ancillary Elements.

The Client shall indemnify Oxygen, its employees and its service providers against any direct, indirect or consequential loss, such as loss of opportunity or loss of profit, resulting from any infringement by the Client or a third party of their intellectual property rights.

The Client undertakes to inform Oxygen promptly upon becoming aware of any infringement of the aforementioned intellectual property rights.

PUBLICITY AND CONFIDENTIALITY

Except as provided in this clause, the Client and Oxygen undertake to keep confidential all information communicated by the other Party, whether written, oral or recorded on any medium, of a commercial, financial, scientific, economic, accounting, technical, know-how or other nature. The confidentiality obligation shall survive termination of the Contract for a period of three (3) years following such termination.

This confidentiality obligation shall not apply to information that:

• was in the public domain at the time it was disclosed, or subsequently became publicly known without fault on the part of the Party receiving the information
• was discovered or created by, or was in the possession of, a Party before the information was disclosed by the other Party
• was obtained by a Party lawfully from sources other than the other Party
• is disclosed by a Party with the written approval of the other Party

Oxygen may retain the database and source files relating to all work and deliverables performed on behalf of the Client without limitation. Oxygen may also refer to the products and services produced for the Client, together with the Client’s logo, as one of its references in its business-development activities, external communications and advertising, and may use them through its legal and commercial representatives for purely demonstrative purposes.

Oxygen may include a commercial notice bearing Oxygen’s name in the product or service. Oxygen nevertheless reserves the right to request at any time, by any means, that the Client remove this notice, without having to provide justification.

CYBERATTACKS

Oxygen undertakes to make every necessary effort to protect its information technology and telecommunications systems against “cyberattacks”, as defined below, by taking the precautions available to it, provided that such precautions are economically reasonable.

“Cyberattacks” include, in particular, unauthorised internal or external access to, disruption, manipulation or misuse of information technology and telecommunications systems for fraudulent or criminal purposes. This also includes the theft, unlawful processing or fraudulent destruction of information or data stored on Oxygen’s information technology and telecommunications systems, as well as any other form of unlawful intrusion into Oxygen’s information technology and telecommunications systems that obstructs the proper performance of the Contract.

HOSTING

The product or service shall be hosted by a company specialising in the hosting of digital information, selected by the Client subject to Oxygen’s approval.

The hosting costs shall be charged in addition to the price agreed for producing the product or providing the service.

The host’s general terms and conditions shall apply to the hosting service. The Client is responsible for complying with those terms and conditions when using the hosting service provided by the specialised company. As Oxygen acts solely as an intermediary for the hosting service, Oxygen shall not be liable for any act, negligence or omission by the host, the Client or a third party, including, in particular: (i) page unavailability, display failures or total or partial deterioration of content; (ii) interruption of hosting; or (iii) cyberattacks on or originating from the host’s infrastructure.

The Client is responsible for keeping a backup copy of the hosted data at all times in a location other than the host’s servers.

ARCHIVING

Oxygen has no obligation to archive the product or service.

If the Client wishes Oxygen to archive its product or service, it must send a written request to Oxygen. Oxygen may, at its sole discretion, agree to do so in return for financial compensation from the Client.

Subject to the provisions relating to hosting under the heading “Hosting” above, it is expressly agreed that during the agreed archiving period, Oxygen shall under no circumstances be liable for failures beyond its control, such as computer failure, server or hard-drive crash, or similar events. At the end of the agreed archiving period, Oxygen shall be released from all liability towards the Client.

PROCESSING OF PERSONAL DATA

Oxygen processes the Client’s personal data or, where the Client is a legal entity, the personal data of the Client’s contact persons. For any information relating to this processing, reference is made to the Personal Data Processing Policy available on Oxygen’s website at the following link: https://www.oxygen.lu/en/privacy-policy/.

The Client is responsible for compliance with applicable personal-data protection requirements. In principle, Oxygen does not process personal data on behalf of the Client. Depending on the services provided, Oxygen may be required to process personal data on behalf of the Client. In that case, the Parties undertake to enter into a data-processing agreement compliant with Article 28 of Regulation (EU) 2016/679.

LIMITATION OF RESPONSIBILITY

Subject to mandatory statutory provisions and except in cases of gross negligence or wilful misconduct, Oxygen shall not be liable in the following cases:

• Loss of data resulting from the use of products or services or electronic communication methods that may contain defects or viruses
• Non-performance or delay in performing the Contract due to force majeure, including a natural disaster, strike, riot, terrorist act, social conflict, fire, flood, border closure, failure of communication systems, power or computer failure, technical or material damage such as an explosion or burglary affecting Oxygen’s work tools, epidemic, including an illness affecting members of Oxygen’s assigned team, government restriction, adverse weather conditions, or any legitimate impediment or reason attributable to the Client, such as the Client’s failure to cooperate with Oxygen, the Client being untraceable or absent, payment problems, the Client’s questionable conduct or a dispute with the Client, or attributable to a subcontractor or service provider (“Force Majeure”)
• Defects or latent defects resulting from the Client’s improper preservation, storage or use of the products or services, or from any other cause attributable to the Client or a third party
• Consequential, indirect, incidental or intangible damages of any kind relating to a defect or lack of conformity in the products or services, or to the Client’s misuse of the products or services
• Any act, negligence, omission or failure to maintain on the part of the Client, or failure to comply with advice or instructions provided by Oxygen to the Client
• Interruption of hosting
• Any act, negligence or omission by a third party
• Any third-party action or claim, including as a result of information, images, sounds, texts or videos that contravene applicable laws and regulations and are contained in or distributed by the Client, defective products sold by the Client, or infringement of intellectual property rights by the Client

Oxygen shall not be liable for the content of products or services provided by the Client.

POSTPONEMENT, DELAY AND CANCELLATION DUE TO FORCE MAJEURE

If an event of Force Majeure occurs, Oxygen undertakes to make all reasonable efforts to mitigate the consequences of the adverse event and take the necessary measures to deliver the ordered product or service as soon as possible, taking the circumstances into account. In such event, Oxygen shall inform the Client as soon as possible of the occurrence of the Force Majeure event and shall cooperate with the Client to find a solution.

If, despite these efforts, the product or service cannot be delivered due to Force Majeure, can only be delivered late, or requires additional efforts not initially provided for in the quotation in order to be delivered, Oxygen reserves the right to charge the Client for the expenses incurred and, where applicable, the additional services required to perform the Contract.

NON-SOLICITATION OF PERSONNEL

The Client undertakes not to poach or employ any member of Oxygen’s personnel who participated in performing the Contract, during the term of the Contract and until the end of two (2) years after termination of the Contract.

APPOINTMENT OF THE RESPECTIVE REPRESENTATIVES

The Client shall appoint a representative who will act as Oxygen’s main contact person. Oxygen shall inform the Client of the representative or representatives responsible for coordinating the Contract.

RÉSILIATION TERMINATION

Either Party may terminate the Contract at its sole discretion, but always in good faith, by written notice or email, subject to one (1) month’s notice. Oxygen shall then issue a final invoice for the work completed up to the end of the Contract.

SEVERABILITY

If any provision of the Contract conflicts with a mandatory legal provision, the provision concerned shall be reduced to the maximum extent permitted by law.

If different provisions of the Contract conflict with one another, the provision appearing in the quotation or in the specific terms and conditions shall prevail over the provision appearing in the General Terms and Conditions.

The nullity of one or more provisions, or parts of provisions, binding the Parties shall not affect the validity of the other provisions agreed between the Parties.

AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS

Oxygen may amend the General Terms and Conditions at any time. Amendments shall enter into force when published on Oxygen’s website. However, only the General Terms and Conditions in force at the time the Client accepts the quotation shall apply to the relevant Contract.

For each quotation accepted by the Client, Oxygen shall apply the version of the General Terms and Conditions in force at the time the quotation is accepted.

NOTICES

Unless otherwise provided, any notice sent to Oxygen must be sent by registered letter to Oxygen & Partners S.A., L-2313 Luxembourg, 14, Place du Parc, or by email to contact@oxygen.lu.

GOVERNING LAW AND JURISDICTION

The General Terms and Conditions shall be governed exclusively by Luxembourg law.

In the event of any difficulty relating to the validity, scope, interpretation or performance of the General Terms and Conditions, the Parties undertake to seek an amicable solution as a matter of priority. If no amicable solution can be reached, any dispute shall fall within the exclusive jurisdiction of the courts of Luxembourg City.

Version applicable from 1 January 2026