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Terms of Service

Effective date: 25 February 2025

These Terms of Service (“Terms”) set out the terms on which DIGIPIV provides consulting, marketing, digital transformation, training, implementation, and related professional services (“Services”). By accessing our website or engaging us, you agree to these Terms.

If you do not agree, do not use the website or engage our Services.

1. About DIGIPIV

DIGIPIV DIGITAL SOLUTIONS UNIPESSOAL LDA, registered in Portugal with NIF 516839977, having its registered office at Rua da Bela Vista, nº 2 – Olhos de Água, Albufeira 8200-648, with a share capital of €1,000.00.

2. Definitions

  • “Client” means the organisation or individual purchasing Services.
  • “Deliverables” means the outputs we agree to produce (for example, reports, strategies, copy, creative assets, websites, workflows, configurations, playbooks, templates, training materials).
  • “Proposal” / “Statement of Work” (“SOW”) means the document describing scope, fees, timeline, assumptions, and deliverables.
  • “Third-Party Services” means services or platforms not provided by us (for example, hosting, email service providers, analytics tools, CRM platforms, advertising networks).

3. Our contract with you

3.1 Each engagement is governed by:

  • these Terms; and
  • the applicable Proposal/SOW (including any specific terms),

and together they form the contract.

3.2 If there is a conflict between these Terms and a Proposal/SOW, the Proposal/SOW prevails for that engagement.

3.3 We may update these Terms from time to time by posting an updated version on our website. Updates do not apply retrospectively to work already agreed under an existing SOW.

3.4 Incorporation of Related Policies By accepting these Terms, whether by signing a Proposal, clicking “accept” on a digital interface, or accessing the Services, you acknowledge that you have read, understood, and expressly agree to be bound by the following documents, which are incorporated into this Contract by reference:

  • Our Privacy Policy, which governs how we handle your personal data; and
  • Our Data Processing Agreement (DPA), which sets out our respective obligations regarding the processing of your customers’ and leads’ data within the DIGIPIV CRM and other managed platforms.
  • Our Acceptable Use Policy (AUP), which outlines the rules governing the use of DIGIPIV CRM and any associated messaging, email, or digital services provided by DIGIPIV DIGITAL SOLUTIONS UNIPESSOAL LDA.

These documents together constitute the entire legal agreement between you and DIGIPIV.

4. Scope of Services

4.1 We will provide the Services described in the Proposal/SOW.

4.2 Unless expressly stated in the Proposal/SOW, Services do not include:

  • legal, tax, accounting, audit, or regulated financial advice;
  • professional engineering or security audit services;
  • procurement of media spend or platform subscriptions on your behalf;
  • development work beyond what is written in the SOW;
  • 24/7 support or monitoring;
  • data entry, data cleansing, or migration at scale.

4.3 Timelines are estimates unless explicitly agreed as fixed, and depend on timely Client inputs and approvals.

5. Client responsibilities

5.1 You agree to:

  • provide accurate information and materials we reasonably request;
  • ensure you have rights to provide any content, data, and assets you share with us;
  • provide access to relevant systems and stakeholder availability;
  • review and approve deliverables within reasonable timeframes;
  • comply with applicable laws, regulations, and platform policies.

5.2 You are responsible for decisions you make based on our work and for implementing any recommendations unless the SOW states that we will implement them.

6. Fees, invoices, and payment

6.1 Fees are set out in the Proposal/SOW and are exclusive of VAT (or any equivalent sales tax) unless stated otherwise.

6.2 Invoices are payable within the payment terms stated on the invoice (or, if not stated, within 14 days of the invoice date).

6.3 We may require an upfront deposit or retainer.

6.4 If you pay late, we may:

  • charge statutory interest and recovery costs where applicable; and/or
  • suspend Services until all overdue amounts are paid.

6.5 You are responsible for third-party costs (for example, ad spend, stock media, software licences, platform subscriptions) unless we explicitly agree otherwise in writing.

6.6 All payments shall be made in full without any set-off, counterclaim, deduction, or withholding, unless required by law. The Client shall not withhold payment of any invoice by reason of any alleged fault or dispute with DIGIPIV.

7. Change requests and additional work

7.1 Any work outside the agreed scope is a change request.

7.2 We will confirm the impact on fees and timelines before starting additional work.

8. Intellectual property

8.1 Our pre-existing materials. We retain all rights in any materials, methods, know-how, templates, frameworks, and tools we owned or developed independently of the engagement (“Background IP”).

8.2 Deliverables. Upon full payment of all undisputed fees, we grant you a non-exclusive, non-transferable licence to use the deliverables for your internal business purposes and for the purposes set out in the SOW. If the SOW states that ownership transfers, it will specify what transfers and any limitations.

8.3 Third-party materials. Deliverables may include third-party components (for example, fonts, images, plugins, libraries, platform features). Those components are subject to their own licences, and you agree to comply with them.

8.4 Portfolio. Unless the SOW states otherwise, we may refer to you by name and use high-level, non-confidential descriptions of the work in our portfolio and marketing materials. We will not publish confidential information.

9. Confidentiality

9.1 Each party may receive confidential information from the other.

9.2 Each party agrees to:

  • use confidential information only for the purpose of performing or receiving the Services;
  • keep it confidential and protect it using reasonable care; and
  • disclose it only to those who need to know and are bound by confidentiality obligations.

9.3 Confidentiality does not apply to information that is public through no breach, already known, independently developed, or required to be disclosed by law or a competent regulator or court.

10. Data protection and privacy

10.1 Where we process personal data for you as part of the Services, the parties will comply with applicable data protection laws (including the UK GDPR and the Data Protection Act 2018 where applicable).

10.2 Unless otherwise agreed, you are the controller and we are a processor when acting on your instructions.

10.3 You are responsible for your privacy notices, lawful bases, cookie compliance, and permissions for marketing communications.

10.4 We may use sub-processors and third-party tools to deliver Services. We will take reasonable steps to select reputable providers.

11. Third-Party Services, platforms, and accounts

11.1 You may need accounts with third parties (for example, Google, Meta, LinkedIn, Notion, web hosts). You are responsible for:

  • maintaining those accounts;
  • paying applicable fees;
  • ensuring you have appropriate rights and permissions; and
  • complying with third-party terms.

11.2 We are not responsible for third-party outages, policy changes, suspensions, algorithm changes, or pricing changes.

11.3: Software-as-a-Service (SaaS) Terms:

  • White-Label Nature: The “DIGIPIV CRM” (formerly DigiBoost) is a white-labeled instance of the GoHighLevel platform.
  • Operational Availability: While we strive for 99.9% uptime, the Client acknowledges that the underlying infrastructure is managed by HighLevel Inc. We are not liable for “acts of God” affecting data centres, global DNS failures, or platform-wide bugs.
  • Messaging Compliance: The Client is responsible for compliance with A2P 10DLC (SMS) and anti-spam laws. If the Client’s account is suspended by the Infrastructure Provider for spamming, DIGIPIV is not required to refund the subscription.

12. Marketing, performance, and no guaranteed results

12.1 Service of Means, Not Results: The Client acknowledges that DIGIPIV provides professional services based on “reasonable skill and care.” DIGIPIV does not guarantee any specific commercial outcome, including but not limited to: increased revenue, specific sales volumes, search engine rankings (SEO), lead generation numbers, conversion rates, or return on ad spend (ROAS).

12.2 Third-Party Variables: Digital marketing performance is subject to external factors beyond DIGIPIV’s control, including changes in third-party algorithms (Google, Meta, etc.), market fluctuations, competitor actions, and the Client’s own sales follow-up process.

12.3 Illustrative Data: Any case studies, projections, or estimates provided in a Proposal are for illustrative purposes only. They do not constitute a contractual promise or a guarantee of future performance.

12.4 No Refunds for Performance: Lack of specific commercial results shall not be considered a breach of contract and does not entitle the Client to a refund, discount, or the withholding of payments due.

13. Warranties

13.1 We warrant that we will provide the Services with reasonable skill and care.

13.2 Except as expressly stated in these Terms or in a SOW, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14. Limitation of liability

14.1 Nothing in these Terms excludes or limits liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability that cannot be excluded or limited under applicable law.

14.2 No liability for indirect losses. To the fullest extent permitted by law, we will not be liable for any indirect or consequential losses, or for loss of profit, revenue, goodwill, business opportunity, or anticipated savings.

14.3 Cap on liability. Subject to clause 14.1, our total aggregate liability arising out of or in connection with the Services (whether in contract, tort including negligence, misrepresentation, restitution, or otherwise) is limited to the fees paid by you to us for the Services giving rise to the claim in the 2 months (60 days) preceding the event giving rise to liability (or, if higher, the fees stated in the relevant SOW), unless a different cap is agreed in the SOW.

14.4 Client materials and decisions. We are not liable for issues arising from:

  • your instructions, decisions, approvals, or implementations;
  • content, claims, or materials you provide;
  • your failure to provide timely input, access, or approvals.

14.5 Security and data. We will take reasonable steps in our work, but we do not guarantee that any website, system, or platform is secure from cyber threats. You are responsible for appropriate security, backups, access controls, and incident response for your systems.

14.6 Backup Storage: For maintenance purposes, DIGIPIV may perform manual backups using tools such as All-in-One WP Migration. These backups are stored securely on DIGIPIV’s managed instances of Notion or Google Workspace. While we use industry-standard security, DIGIPIV is not liable for data loss resulting from the technical failure or service termination of these third-party storage providers.

14.7 Regulated and legal matters. We are not responsible for your compliance with laws or regulations (including advertising standards, consumer protection, accessibility, e-privacy, and sector-specific rules) except to the extent we explicitly agree in writing and it is within our competence.

15. Indemnity

15.1 You agree to indemnify us against losses, costs, and claims arising out of or in connection with:

  • materials you supply to us;
  • your use of deliverables in a way that infringes third-party rights or breaches laws; and
  • your breach of these Terms or a SOW,

except to the extent caused by our negligence or breach.

16. Term and termination

16.1 The contract begins on acceptance of the Proposal/SOW and continues until the Services are completed, unless terminated earlier.

16.2 Either party may terminate an engagement by written notice if the other party commits a material breach and (where capable of remedy) does not remedy it within 14 days of notice.

16.3 We may suspend or terminate Services immediately if:

  • you fail to pay undisputed invoices on time;
  • continuing would breach law or a third-party policy; or
  • you act abusively or unlawfully towards our team.

16.4 On termination:

  • you will pay for work completed up to the termination date, plus any committed non-cancellable costs;
  • we will provide any completed deliverables that have been paid for;
  • each party will return or delete confidential information where reasonably requested, subject to legal and backup retention.

17. Non-solicitation

For 12 months after the end of an engagement, you will not knowingly solicit for hire any individual who provided Services to you on our behalf, except where the individual responds to a general advertisement not targeted at that individual. If you breach this clause, you agree to pay a reasonable recruitment fee reflecting the costs of replacement.

18. Notices

Notices must be in writing and sent to the email address stated in the SOW or otherwise used for contractual communications. Notices are deemed received when acknowledged or, if not acknowledged, on the next business day after sending.

19. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including outages, acts of government, strikes, supply chain disruptions, or severe network failures.

20. General

20.1 Assignment. You may not assign or transfer your rights or obligations without our prior written consent.

20.2 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

20.3 No waiver. A delay or failure to enforce a right is not a waiver.

20.4 Entire agreement. These Terms and the SOW constitute the entire agreement for the Services and supersede prior discussions relating to the subject matter.

21. Governing law and jurisdiction

Unless a SOW states otherwise, these Terms and any dispute arising out of or in connection with them are governed by the laws of Portugal, and the courts of Portugal have exclusive jurisdiction.

22. Service Hours and Support Levels

22.1 Standard Support Hours: DIGIPIV provides support services during our standard business hours: 09:00 to 18:00 (WET/GMT), Monday to Friday, excluding Portuguese Public Holidays.

22.2 Communication Channels: All support requests must be submitted via the official DIGIPIV Support Portal, via email at support@digipiv.com, or through the designated communication channel specified in your Statement of Work (SOW). Support requests sent via personal social media, direct messages (DMs), SMS or WhatsApp may not be monitored and do not constitute a formal support request.

22.3 Response Times: While we aim to acknowledge all support queries within one (1) business day, response and resolution times may vary depending on the complexity of the request and current service volumes. Unless a specific Service Level Agreement (SLA) is agreed upon in writing within an SOW, DIGIPIV does not guarantee “instant” or “emergency” response times.

22.4 Out-of-Hours Support: Any work requested or performed outside of the Standard Support Hours (e.g., weekends, late nights, or public holidays) is at the sole discretion of DIGIPIV and may be subject to an additional “Out-of-Hours” surcharge, which will be communicated to the Client for approval before work commences.

22.5 System Maintenance: For clients using DIGIPIV CRM, maintenance windows are generally scheduled during off-peak hours. While we strive to provide advance notice of any planned downtime, the Client acknowledges that emergency maintenance by the Infrastructure Provider (HighLevel Inc.) may occur without prior notice.

23. Contact

For questions about these Terms, contact us via the details shown on the DIGIPIV website or via email at support@digipiv.com.

24: Digital Assets, Access, and Handover

24.1 Proprietary vs. Client Assets: Client Assets: The Client retains ownership of all pre-existing accounts (including but not limited to; Meta Business Suite, Google Business, Google Ads, LinkedIn, Google Analytics, Google Search Console, etc.) provided to DIGIPIV for management.

  • DIGIPIV Assets: All configurations, custom workflows, playbooks, and automations created within the DIGIPIV CRM remain the Background IP of DIGIPIV (per Clause 8.1) unless a “Buy-out” is explicitly agreed in an SOW.

24.2 Suspension for Non-Payment: In the event of an undisputed invoice remaining unpaid for more than 14 days past the due date, DIGIPIV reserves the legal right to:

  1. Suspend access to the DIGIPIV CRM and any hosted WordPress or other environments.
  2. Pause management of all third-party accounts (Social Media, Search Console, MainWP, etc.).
  3. Revoke access to any shared workspace (Notion, Google Workspace). Such suspension does not constitute “digital sabotage” or a breach of contract by DIGIPIV, but is a legitimate exercise of the Exceptio Non Adimpleti Contractus (Right to withhold performance) under Portuguese Civil Law.

24.3 Account Handover & Offboarding: Upon the legal termination of an engagement and the full payment of all outstanding invoices:

  1. Revocation of Access: DIGIPIV will remove itself as “Admin” or “Editor” from the Client’s third-party accounts (Meta, Google, etc.).
  2. Data Export: For DIGIPIV CRM users, DIGIPIV will provide a standard CSV export of the Client’s contact data. Custom-built funnels, agents, templates, emails, messages, workflows, calendars, phone numbers, and automation logic are not exportable unless otherwise agreed (or account migration if possible).
  3. Final Responsibility: Following the handover, the Client is solely responsible for changing all passwords and securing their own digital perimeter. DIGIPIV shall not be liable for any security breaches occurring after the handover date.