Terms & Conditions

1. Introduction / About Diguct
1.1. Diguct Alliance ("Diguct", "we", "us", "our") is a digital consultancy and growth partner that provides growth systems, digital transformation tools, SaaS toolkits, business-scaling strategies, and equity-based partnership models specifically for injection aesthetic clinics and related businesses ("Services"). Services are delivered remotely unless otherwise stated in a written agreement.
1.2. These Terms & Conditions ("Terms") explain our relationship with you, the client ("Client", "you", "your"), including eligibility, the Services we provide, payment and refund terms, confidentiality, intellectual property rights, limit of liability, data protection, and dispute resolution. By (i) accepting a Diguct invoice, (ii) signing a proposal/SOW that references these Terms, or (iii) beginning to use our Services, you confirm you accept and agree to be bound by these Terms.2. Definitions
In these Terms, unless the context requires otherwise:
Agreement — these Terms together with the signed proposal, statement of work (SOW), annexes, pricing schedule and any other written agreement between the parties.
Services — consulting, marketing and SaaS services, training, templates, implementation, strategy, and any Deliverables described in the SOW.
Deliverables — tangible materials, documents, designs, templates, code, reports and campaigns prepared by Diguct for the Client.
CLV (Customer Lifetime Value) — for the purpose of the Performance Guarantee, the value of a customer measured per the agreed formula in the SOW (see §5).
CAC (Customer Acquisition Cost) — total direct cost of acquiring a customer (ad spend, platform fees, tracking costs, direct agency fees) as agreed in the SOW.
CLV:CAC ratio — CLV divided by CAC using the agreed measurement period and methodology in the SOW.
Baseline Period — the agreed historical period (typically 30 days prior to service start) used to calculate starting CLV and CAC.
SDE / EBITDA — Seller’s Discretionary Earnings and Earnings Before Interest, Taxes, Depreciation & Amortization used as valuation inputs during an acquisition negotiation.3. Service Description (detailed)
3.1. Core Services (examples — actual scope is defined in the SOW):
Growth strategy and consulting (market diagnosis, pricing, offers, funnels).
Digital marketing systems (paid media, organic strategy, analytics implementation).
Personal branding implementation for founders and clinical leads.
SaaS toolkit deployment and configuration (CRM, automation, conversion stacks).
Equity-based growth models, franchise and branch expansion advisory.
Implementation support, remote training, and monthly performance reviews.
3.2. Deliverables are supplied as digital files, dashboards, and remote sessions. Physical deliverables are only provided if expressly agreed. Timeframes, milestones, and success metrics are listed in each SOW.
3.3. All Services are tailored to the Client’s business model and local regulatory environment; Diguct does not provide medical, legal or clinical advice. The Client is responsible for clinical compliance, licensing, and patient care.4. Client Eligibility, Onboarding & Verification
4.1. Eligibility:
Clients must be 18 years or older.
Clients must represent a verifiable business (company registration, VAT/Tax ID where applicable).
We only contract with clients in jurisdictions where our Services are legally permitted.
4.2. Onboarding: To start, clients must provide accurate business documentation, financial and marketing data (CRM access, ad accounts, P&L, customer lists) and appoint a primary contact. Failure to provide required access within the onboarding window (usually 5–10 business days) may delay Services and pause the guarantee timeline.
4.3. Right to refuse: Diguct reserves the right to refuse or pause any engagement for legal, ethical, reputational, or compliance reasons (e.g., evidence of fraudulent activity, non-compliance with medical/legal requirements, or conflicts of interest).5. Payment Terms
5.1. Currency & Invoicing:
Fees are invoiced upfront in Euros (€) or an agreed local currency.
Standard HEGA tier upfront fees: Profit Foundation €20,000; Growth Intensive €40,000; Pro Accelerator €60,000 — final fees are set in the SOW.
Payment confirms acceptance of the SOW and these Terms.
5.2. Payment methods: Wise, Stripe, PayPal, or secure bank transfer as stated on the invoice. Bank transfer fees and currency conversion costs are the responsibility of the Client.
5.3. Late payment: If payment is not received by the invoice due date, Diguct may suspend Services, or terminate the Agreement after 14 days’ notice. Unpaid amounts will accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law, plus collection costs.
5.4. Taxes: All fees are exclusive of taxes, duties or levies. Client is responsible for VAT and any local taxes unless agreed otherwise.6. Refund & Performance Guarantee — Detailed (Risk Reversal)
6.1. Guarantee summary: Where the SOW confirms the Performance Guarantee, Diguct guarantees a minimum 30% improvement in the Client’s CLV:CAC ratio within the first six (6) weeks of active campaign/implementation work, subject to the measurement method and exclusions below. If Diguct fails to meet that 30% improvement, the Client may elect either:
(a) a full refund of the upfront fee; or
(b) to enter good-faith acquisition negotiations with Diguct, based on SDE/EBITDA valuation methods set out below.
6.2. Preconditions: The Guarantee only applies if:
The Client provides all requested, accurate baseline data and access before work starts (CRM, ad accounts, sales data, P&L).
The Client implements Diguct’s recommended changes in good faith and within agreed timeframes (implementation deadlines in the SOW).
No material external change occurs (e.g., account suspension by ad networks, emergency regulation banning the Client’s core marketing channels) beyond Diguct’s control (see Force Majeure §18).
6.3. Measurement — baseline and formula:
Baseline Period: the 30 calendar days prior to start date (unless otherwise agreed).
CLV measurement (for the Guarantee): CLV = (Total Gross Revenue attributable to customers acquired from channels covered by the engagement during the measurement period * Projected Customer Lifetime multiplier) * Gross Margin. Parties will document the exact formula and projection period in the SOW.
CAC measurement: CAC = (Total Direct Acquisition Spend for the covered channels + agreed direct agency fees) / Number of New Customers Acquired from those channels during measurement period.
CLV:CAC ratio = CLV / CAC.
Example (illustrative only): baseline CLV:CAC = 1.0; target is 1.3 for a 30% uplift.
6.4. Data reconciliation & verification:
At the end of week six (the "Measurement Date") Diguct will present a Measurement Report detailing baseline and current CLV and CAC calculations, with source data and calculation workbooks.
Client has seven (7) business days from receipt to review and either accept or dispute the Measurement Report in writing.
6.5. Dispute & Independent Audit:
If the parties disagree on the Measurement Report, they will appoint — within 10 business days — an independent auditor mutually acceptable to both parties (e.g., an accounting firm or analytics auditor) to verify the metrics.
The auditor’s findings shall be final and binding for purposes of the Guarantee. Audit costs will be borne by Diguct if the auditor finds Diguct failed the Guarantee; otherwise audit costs are borne by the Client.
6.6. Refund procedure:
To claim a refund, the Client must submit a written refund request within seven (7) business days after accepting the Measurement Report or the independent auditor’s final report (if used).
Upon verification that the Guarantee was not met, Diguct will process the refund within thirty (30) business days to the original payment method, subject to deduction of reasonable transaction fees and third-party charges (unless otherwise agreed).
Refunds do not include reimbursement of third-party ad spend, taxes, or other disbursements paid by the Client.
6.7. Acquisition negotiations:
If Client selects acquisition negotiation instead of refund, both parties will enter a 60-day exclusive negotiation period to agree terms in good faith. The valuation approach will use SDE and/or EBITDA multiples as set out in the SOW; both parties will exchange reasonable disclosure documents under an agreed confidentiality schedule.
If negotiations fail to reach an agreed acquisition within the negotiation period, Client may then request the refund as described above.
6.8. Exceptions and exclusions (Guarantee does NOT apply to):
Clients who are consumers protected under mandatory consumer laws (for those cases, statutory rights apply — see §16).
Any change required by law or regulator making the agreed plan unlawful.
Misrepresentation or fraud by the Client, withheld or false financials, or failure to implement recommended changes within agreed timelines.
Third-party platform removals or policy changes (ad network suspension, payment processor block) outside Diguct’s control.
Any action by competitor activity designed to materially distort the marketplace (e.g., coordinated fraud).
Note: The Guarantee is contractual and additional to any statutory consumer rights that may apply in certain jurisdictions. For distance selling / consumer rights in the EU and the Netherlands, see Directive 2011/83/EU and local guidance.7. User / Client Conduct & Cooperation
7.1. Client responsibilities:
Provide accurate information, timely responses, credentials and authorized access to data, platforms, and personnel.
Obtain and maintain all necessary medical licenses, consents, and compliances for clinical operations. Diguct does not provide clinical or medical compliance services.
Follow recommended data security best practices and notify Diguct promptly of data incidents.
7.2. Prohibited conduct:
No fraud, scams, or deceptive practices in marketing or operations.
No purposeful sabotage of Diguct’s systems or deliberate withholding of critical data to manipulate performance.
No public disparagement of Digicut during or after the engagement; disputes must follow §15.
7.3. Consequences:
Failure to comply may result in suspension or termination of Services without refund, and Diguct may pursue costs incurred.8. Intellectual Property
8.1. Background IP: Each party retains ownership of IP it owned prior to the Agreement.
8.2. Digicut IP: All content, frameworks, templates, methodologies, proprietary dashboards, scripts, brand strategy frameworks, and other materials created by Diguct and not specifically commissioned for assignment remain Diguct’s exclusive property. Client is granted a limited, non-transferable, non-exclusive license to use Deliverables for its internal business operations for the duration specified in the SOW.
8.3. Client materials: Client retains ownership of Client materials (logos, proprietary content). By providing such materials, Client grants Diguct a royalty-free license to use them as necessary to perform the Services.
8.4. Case studies & marketing: Diguct may (with prior written Client approval) anonymize performance metrics and publish case studies. Where Client objects, Diguct will refrain from public disclosure. If anonymization is insufficient to protect Client confidentiality, Client may withhold consent.
8.5. Assignment: Transfer of IP ownership is only by written assignment.9. Warranties, Disclaimers & No Medical Advice
9.1. Diguct warrants it will provide Services with reasonable skill and care consistent with industry standards.
9.2. Except as expressly stated, Diguct provides Services "as is" and disclaims all other warranties (express or implied), including merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by law.
9.3. Medical disclaimer: Diguct’s recommendations are commercial and marketing in nature and do not constitute medical, clinical or legal advice. Clinical decisions and patient care remain the sole responsibility of licensed medical professionals. Diguct accepts no liability for clinical outcomes.10. Limitation of Liability
10.1. To the maximum extent permitted by applicable law:
Diguct’s total aggregate liability to the Client for any loss, claim or damage arising from or in connection with this Agreement (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the total fees actually paid by the Client to Diguct under the specific SOW giving rise to the claim.
10.2. Exclusion of consequential damages: Diguct shall not be liable for loss of profit, loss of business, loss of customers or goodwill, loss of revenue, or any indirect, special, consequential or punitive damages.
10.3. Non-excludable liability: Nothing in these Terms excludes or limits liability for death or personal injury resulting from Diguct’s proven negligence, or liability which cannot be excluded by applicable law. These limits are subject to mandatory consumer protection rules where relevant. For governing law specifics see §16.11. Taxes, Fees & Third-Party Costs
11.1. Any third-party costs (ad spend, software subscriptions, third-party vendors) are the responsibility of the Client unless otherwise stated in the SOW.
11.2. Diguct may charge administrative fees for third-party purchases it makes on behalf of the Client.12. Confidentiality & Data Security
12.1. Mutual confidentiality: Each party shall keep confidential all confidential information of the other and shall not use or disclose it except to perform the Agreement or as required by law. Confidentiality obligations survive termination for five (5) years (except trade secrets which survive indefinitely).
12.2. Exceptions: Information that is already public, independently developed, or required by law to be disclosed is not confidential information.
12.3. Security: Diguct implements reasonable technical and organizational measures to protect data consistent with industry standards. Where Diguct processes personal data on behalf of the Client, the parties will enter a separate Data Processing Agreement (DPA) reflecting GDPR obligations (see §16). For general GDPR obligations and rights see the official GDPR texts.13. Privacy & Data Handling (GDPR & International Transfers)
13.1. Data controller/processor: The SOW and DPA shall specify whether Diguct acts as a data controller or processor. Typically, the Client is the controller for patient and client data, and Diguct is a processor for data it processes solely to provide Services.
13.2. Lawful basis and rights: Diguct will only process personal data under lawful grounds and will assist the Client in responding to subject access requests, rectification, erasure, restriction and portability requests. Data breach notification: Diguct will notify the Client without undue delay after becoming aware of a personal data breach.
13.3. International transfers: Transfers of personal data outside the EU/EEA will be managed under adequacy decisions, Standard Contractual Clauses (SCCs) or other legally recognized safeguards as required by EU data protection law.
13.4. Retention: Diguct will retain personal data only for as long as necessary to provide the Services or as set out in the DPA and will securely delete or return data upon termination unless retention is required by law.
13.5. Privacy policy: The Client should review Diguct’s Privacy Policy (link on website) for more detail and contact the Data Protection contact at [email protected].14. Subcontracting & Use of Third-Party Services
14.1. Diguct may engage subcontractors, consultants, cloud providers, and vendors to assist in delivering Services. Diguct remains responsible for the performance of subcontractors.
14.2. The Client consents to Diguct using third-party platforms (ad networks, payment processors, analytics providers). Those third parties are subject to their own terms; Diguct is not liable for third-party failures beyond Diguct’s reasonable control.15. Termination & Consequences
15.1. Termination for convenience: Either party may terminate with thirty (30) days’ written notice if the SOW allows. The Client may not terminate during active implementation if

15.2. Termination for cause: Either party may terminate immediately for material breach (if the breach is not remedied within 14 days of written notice).
15.3. Insolvency: Immediate termination if a party becomes insolvent, subject to local insolvency rules.
15.4. Effects: On termination, the client must pay outstanding fees and reimbursable costs. Licenses to use Diguct Deliverables terminate except for any perpetual rights expressly granted in writing. Confidential obligations and liability caps survive termination.16. Governing Law, Consumer Rights & E-commerce Rules
16.1. Governing law: This Agreement is governed by the Civil Code of the Netherlands and the applicable body of Dutch private law. The parties agree the substantive law of the Netherlands governs the Agreement.
16.2. If the Client is a consumer (i.e., a private individual not acting for business purposes), certain mandatory consumer laws and distance selling rules may apply and prevail over parts of these Terms. For example, EU consumer protection rules and the Netherlands’ implementation of distance selling / consumer rights provide statutory rights (including information obligations and possible cancellation periods) — Diguct will comply with mandatory provisions. See EU Consumer Rights Directive (2011/83/EU) and Netherlands guidance for distance sales.
16.3. E-commerce rules: Diguct’s online services and communications comply with the EU E-commerce Directive’s transparency and information requirements where applicable.17. Dispute Resolution (Notice, Mediation, Arbitration)
17.1. Good-faith negotiation: If a dispute arises, the parties will first try to resolve it by good-faith discussions and escalation between senior representatives for 30 days.
17.2. Mediation: If unresolved within 30 days, the parties will attempt mediation with a mutually agreed mediator.
17.3. Arbitration: If mediation fails, disputes shall be finally resolved by arbitration under the Netherlands Arbitration Institute (NAI) Arbitration Rules, with the seat of arbitration in Amsterdam, Netherlands, and with proceedings in English (unless the parties agree otherwise). The NAI Rules (2024) shall govern procedure. Judgment on the award may be entered in any court having jurisdiction.
17.4. Injunctive relief: Notwithstanding the above, either party may seek interim injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.18. Force Majeure
Neither party will be liable for delay or failure in performance caused by events beyond its reasonable control (acts of God, war, epidemics, internet/telecom outages, third-party platform actions, governmental restrictions). The affected party shall notify the other and use reasonable efforts to resume performance.19. Indemnification
19.1. Client indemnity: Client will indemnify, defend and hold Diguct harmless against claims, losses or damages arising from Client’s breach of these Terms, Client’s materials, Client’s non-compliance with laws (including medical licensing/advertising laws), or Client’s fraudulent or unlawful acts.
19.2. Diguct indemnity: Diguct will indemnify the Client against claims that Diguct Deliverables infringe a third party’s IP rights, provided Client promptly notifies Diguct and allows Diguct to control the defense. Diguct has no obligation if infringement arises from Client’s modifications or use in combination with other products.20. Publicity & Endorsements
20.1. Unless otherwise agreed, Diguct may request permission to use Client name and logo in marketing materials. Clients may withhold consent; such consent may not be unreasonably withheld.21. Amendments & Updates
21.1. Diguct may update these Terms from time to time. Material changes will be notified by email at least thirty (30) days before they take effect. Continued use of Services after the effective date constitutes acceptance of the revised Terms.22. Miscellaneous
22.1. Entire agreement: These Terms together with the SOW constitute the entire agreement.
22.2. Severability: If a clause is invalid under applicable law, the remainder remains effective.
22.3. Waiver: A party’s failure to enforce a right is not a waiver of that right.
22.4. Assignment: Client may not assign the Agreement without Diguct’s prior written consent. Diguct may be assigned to a related company or in connection with a sale of the business.23. How to Make a Complaint or Contact Us
Questions, notices and refund or guarantee claims must be sent in writing to:
[email protected]
Subject line: Terms & Conditions — Enquiry / Refund / Dispute
For formal legal notices, use the contact details provided in the SOW.24. Acceptance & Signature
By accepting Diguct’s invoice, signing the SOW, or using Diguct’s Services, you confirm you have read, understood and agreed to these Terms & Conditions.