Aesthetix Digital Agency
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User Agreement

Terms Of Service

Legal framework for our skin clinic marketing partnership

Definitions

In this Agreement:

“Agent” means Aesthetix Digital Agency Limited and its successors and permitted assigns.

“Client/Customer” means the person or entity requesting the Services and includes authorised representatives.

“Contract/Agreement” means these Terms together with any proposal, quote, order, invoice or written variation expressly incorporated.

“Services” means the marketing, advertising, website, SEO/AI search visibility, automation and related services described in the applicable proposal or as otherwise agreed in writing.

“Confidential Information” has the meaning given in the Confidentiality clause.

“Platforms” means third-party systems including advertising networks, social platforms, analytics tools, CRMs, email platforms and AI tools.

These Terms apply to both the use of this website and the engagement of Services provided by the Agent.

By engaging the Agent, approving a proposal, paying an invoice, or otherwise authorising the Agent to commence Services, the Client accepts and agrees to be bound by this Agreement.

The Agent is not liable for any error or omission in any proposal, quote or other document, and the Client must notify the Agent promptly upon becoming aware of any suspected error or omission.

The Client must notify the Agent in writing of any change in ownership or control of the Client’s business.

The Agent may, at its discretion, require a new agreement, updated onboarding information, or additional security as a condition of continuing Services.

Fees are payable in accordance with the applicable proposal, invoice, or written agreement.

1. Currency

Fees are payable in the currency applicable to the Client’s country or region (for example USD for United States clients, AUD for Australian clients), unless otherwise agreed in writing.

2. Late Payment, Suspension and Acceleration

If any payment is not made by the due date, the Agent may suspend Services immediately.

The Client remains liable for all Fees during any suspension.

Where the Client is in default, the Agent may accelerate all outstanding monies so they become immediately due and payable, and may recover enforcement costs including legal fees on a full indemnity basis.

Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3. Non-Refundable Fees

All fees paid to the Agent for Services are non-refundable.

Dissatisfaction with marketing performance, platform changes or commercial outcomes does not entitle the Client to a refund of fees paid.

4. Debt Recovery

The Client agrees to reimburse the Agent for all reasonable costs incurred in recovering overdue amounts, including debt collection fees, legal fees and enforcement costs where permitted by law.

1. Minimum Term

Unless otherwise agreed in writing, this Agreement has a minimum term of three (3) months.

2. Early Termination During Initial Term

If the Client terminates during the Initial Term, the full balance of Fees for the remainder of the Initial Term becomes immediately due and payable.

3. Termination After Initial Term

After completion of the Initial Term either party may terminate this Agreement by providing not less than thirty (30) days written notice.

Fees remain payable during the notice period regardless of service usage.

The Agent will provide the Services described in the applicable proposal or written agreement.

1. Scope of Services

Services are limited to those described in the applicable proposal, quotation or onboarding documentation. 

2. Use of Employees and Contractors

The Agent may engage employees, contractors or specialist service providers to assist in delivering the Services.

Any such personnel may perform work on behalf of the Agent under the Agent’s supervision and remain bound by confidentiality and professional obligations applicable to the Services.

3. Platform Access and System Integrity

Where the Agent is engaged to provide website development, optimisation, maintenance or platform management services, the Agent may maintain administrative control of relevant systems for the duration of the Services.

The Agent may temporarily restrict, downgrade or modify the Client’s administrative access where reasonably necessary to:

  • protect system integrity
  • prevent conflicting modifications during development
  • safeguard the Agent’s intellectual
  • property maintain system security and stability

Administrative access will be restored following completion of the relevant work subject to payment obligations.

4. No Reliance

The Client acknowledges that the Services provided by the Agent relate solely to marketing, advertising, technology implementation and related support activities.

The Agent does not provide business, financial, medical, legal or investment advice.

The Client confirms that it has not relied on any representation, statement, opinion or forecast made by the Agent regarding commercial outcomes, business performance, revenue, profitability or market success when entering into this Agreement.

All business decisions made by the Client remain the sole responsibility of the Client.

8.1 Client Responsibilities

The Client must provide timely access, information and approvals reasonably required for the Agent to deliver the Services.

8.2 Client Delays

Where the Client delays or fails to provide required materials, the Agent is not responsible for resulting delays or performance impacts.

8.3 Client Approvals

Once content or materials have been approved by the Client, the Agent shall not be responsible for any loss, claim or liability arising from those materials.

9.1 Advertising Accounts

Advertising accounts created or managed as part of the Services are created in the Client’s name and remain the property of the Client.

Campaign structures, targeting strategies, frameworks and optimisation methodologies developed by the Agent remain the Agent’s intellectual property.

9.2 Advertising Spend

The Client is solely responsible for all advertising spend.

Advertising costs are paid directly by the Client to the relevant advertising platform using the Client’s payment method.

The Agent does not collect, hold or process advertising spend and is not liable for any advertising charges incurred by the Client.

Where the Agent assists with domain registration or transfer it acts solely as an administrative facilitator.

Domains are registered in the Client’s name unless otherwise agreed.

Transfer assistance may be withheld until outstanding fees are paid

SEO and AI search visibility services involve activities intended to improve discoverability over time but rely on third-party algorithms and systems.

The Agent does not guarantee rankings, traffic, placement, leads, bookings or revenue.

Marketing outcomes are influenced by factors beyond the Agent’s control including market conditions, budgets, competition and platform algorithms.

Nothing in this Agreement constitutes a guarantee of leads, bookings, revenue, rankings or commercial outcomes.

The Client acknowledges the Agent may utilise automated systems, artificial intelligence tools, conversational systems, chatbots and other technologies.

Such systems operate using probabilistic models and automated workflows and the Agent does not guarantee the accuracy, completeness or reliability of AI-generated outputs.

The Services may involve third-party platforms, software and technologies.

The Agent is not responsible for platform outages, suspensions, algorithm changes or policy updates.
The Agent is not responsible for any restriction, suspension, loss of access, or limitation of functionality relating to third-party accounts or systems where such access or functionality is controlled by the Client, the platform provider, or any third-party administrator, including following termination of Services.

The Client is solely responsible for ensuring its business, products and marketing comply with applicable laws and regulations.

The Agent provides marketing services only and does not provide medical, healthcare, legal, financial or regulatory advice.

The Client indemnifies the Agent for losses arising from unlawful or non-compliant advertising.

The Client further indemnifies and holds harmless the Agent, its directors, officers, contractors and employees from and against any claims, losses, liabilities, damages, regulatory penalties, legal costs and expenses arising from:

  • misleading or unlawful advertising claims
  • breaches of healthcare advertising regulations
  • regulatory investigations or enforcement actions
  • suspension or restriction of advertising accounts caused by the Client’s content or business practices
  • claims made by patients, customers or regulators in relation to the Client’s services or representations

All strategies, systems, campaign structures, automation logic, AI prompts and marketing methodologies developed by the Agent remain the intellectual property of the Agent.

Landing pages or website pages built specifically for the Client become the property of the Client once invoices relating to their creation have been paid in full.

The Agent may restrict platform access during the term to protect its intellectual property.

The Client acknowledges that the Agent’s strategies, frameworks, campaign structures, automation systems, AI prompts, conversion systems and marketing methodologies are proprietary intellectual property of the Agent.

The Client must not reproduce, distribute, replicate or commercially exploit the Agent’s proprietary systems, frameworks or methodologies outside the scope of this Agreement without the prior written consent of the Agent.

Each party must keep Confidential Information confidential and use it only for the purpose of performing this Agreement.

Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets.

The Client is responsible for lawful collection and processing of personal information.

The Client acknowledges that data may be processed by third-party platforms.

The Client is solely responsible for the collection, storage, security and compliance of all customer, patient or user information processed through the Client’s systems, including compliance with healthcare privacy regulations such as the Health Insurance Portability and Accountability Act (HIPAA) in the United States or similar laws in other jurisdictions.

The Agent provides marketing services only and does not store, control or act as the custodian of patient or health information.

Where the Agent is granted access to CRM systems, analytics platforms, advertising platforms or similar systems containing personal data, the Agent acts solely as a service provider performing marketing services on behalf of the Client and does not determine the purposes or means of processing such data.

The Client remains the data controller responsible for compliance with all applicable privacy laws including GDPR, CCPA/CPRA, the Australian Privacy Act and other applicable legislation.

Where the signatory is a director, owner or principal of the Client, that person personally guarantees payment and performance of the Client’s obligations.

On default the Agent may: 

  •  suspend Services
  • pause campaigns
  • restrict access
  • accelerate outstanding fees
  • recover enforcement costs

The Agent is engaged as an independent contractor and nothing in this Agreement creates a partnership or employment relationship.

Notices must be delivered in writing via email or other agreed written communication channel.

Where the Client enters this Agreement as trustee, the trustee warrants authority and accepts personal liability to the extent permitted by law.

To the maximum extent permitted by law, the Agent’s aggregate liability is limited to three (3) months of Fees paid or payable.

The Agent shall not be liable for indirect, incidental, consequential, special or punitive damages including loss of profits, loss of goodwill, loss of data, reputational damage, or losses arising from third-party platforms, algorithms, suspensions or Client actions or omissions.

Nothing in this Agreement excludes, restricts or modifies any statutory right or consumer guarantee that cannot lawfully be excluded under applicable law, including (where applicable) the Australian Consumer Law or similar legislation in other jurisdictions.

1. Time Limitation for Claims

To the maximum extent permitted by law, any claim arising out of or relating to the Services must be brought within twelve (12) months from the date the event giving rise to the claim occurred.

Any claim brought after this period shall be permanently barred.

Entire Agreement
 Variation
 Waiver
 Force Majeure
 Severability
 Survival

The Agent may update these Terms from time to time. Updated Terms will take effect when published on the Agent’s website.

This Agreement is governed by the laws of New Zealand.

The parties agree that any dispute, claim or proceeding arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New Zealand.

Nothing prevents the Agent from taking legal action in any jurisdiction necessary to recover unpaid fees or enforce its rights.

To the maximum extent permitted by law, disputes must be resolved on an individual basis and not as part of any class action or representative proceeding.

By accessing this website, engaging the Agent, approving a proposal, requesting services, paying an invoice, or otherwise authorising the Agent to commence Services, the Client acknowledges that they have read, understood and agree to be bound by these Terms of Service.

If the Client does not agree with these Terms of Service, the Client must not engage the Agent or use the Services.