1. INTRODUCTION

1.1. These Terms and Conditions (“Terms”) govern the provision of Strategic Web Design, SEO, Performance Marketing, and Maintenance services by Daryo89 Ltd (“the Agency”, “We”, “Us”) to the entity or individual purchasing such services (“the Client”, “You”).

1.2. By accepting a Proposal, paying a deposit, or engaging our services, you agree to be bound by these Terms. These Terms apply to the exclusion of any other terms that the Client seeks to impose or incorporate.

2. COMPANY INFORMATION

3. DEFINITIONS

• “Project” refers to one-off pieces of work with a fixed scope, such as a Website Build or an SEO Audit.
• “Retainer” refers to ongoing monthly services, such as Managed Web Care, SEO Execution, or PPC Management.
• “Deliverables” refers to the final assets (reports, code, files) produced by us for you.

4. SCOPE OF SERVICES

4.1. Strategic Web Design

We will provide website design and development services as specified in the Proposal. We utilize the WordPress CMS and specific enterprise frameworks (e.g., Kadence).

Exclusions: Unless explicitly stated in the Proposal, the Project Fee excludes costs for Domain Name Registration, Web Hosting, and future Premium Plugin renewals. These are ongoing operational costs that the Client is responsible for paying directly to the relevant providers or via a separate Managed Web Care subscription with us.

4.2. SEO Consultancy (Audits vs. Execution)

4.2.1. SEO Audits: Services labeled as “Audits” (e.g., Growth Audit, Dominance Audit) are strictly diagnostic and strategic in nature. The fee covers the technical analysis, the report, and the strategy meeting only. It does not include the manual implementation of the recommendations (fixing code, writing content, building links), unless explicitly stated otherwise.

4.2.2. SEO Retainers: Implementation of SEO strategy is a separate service provided under a “Retainer” agreement. Results take time; we typically require a minimum 6-month commitment to demonstrate ROI.

4.2.3. No Guarantee: You acknowledge that search engine algorithms (e.g., Google Core Updates) change regularly and are outside our control. Therefore, we cannot and do not guarantee specific rankings (e.g., “#1 on Google”) or specific traffic volumes.

4.3. Performance Marketing (PPC)

We manage advertising campaigns on platforms like Google Ads and Meta (Facebook/Instagram).

4.3.1. Ad Spend: You are responsible for paying the media costs (Ad Spend) directly to the ad platform (e.g., Google) via your own billing method. Our fees cover the professional service of setup and management only.

4.3.2. Setup vs. Management: The “Campaign Launch Pack” is a one-time build service. It includes a limited post-launch monitoring period (typically 14 days). Once this period expires, active management of the account ceases unless you subscribe to a monthly Management Retainer.

4.4. Managed Web Care (Care Plans)

This service provides ongoing maintenance to ensure your website remains secure and functional. By subscribing, you agree to the following specific terms:

• Mandatory Onboarding: Service commencement is strictly subject to a mandatory Initial Onboarding & Audit Fee (currently £250). This covers the initial security scan, software optimization, and environment setup required to bring the website up to our management standards.
• Third-Party Hosting Liability: If you choose to host your website with a third-party provider (i.e., not on Daryo89’s infrastructure), we are not responsible for server-side performance issues, slow loading speeds (TTFB), server downtime, or security breaches caused by your host’s environment.
• Remedial Work: Any time spent diagnosing or fixing issues caused by your third-party hosting provider will be billed separately at our standard hourly rate (£100/hr).
• Scope of Care: The monthly fee covers core/plugin updates, uptime monitoring, and daily backups. It does not cover functionality changes, design edits, or adding new content, unless you are on a specific tier (e.g., Performance or Elite Growth) that explicitly includes development hours.

5. CLIENT OBLIGATIONS

5.1. Content & Assets: You agree to provide all necessary text, images, logos, and login credentials within agreed timeframes.

5.2. Delays: If a Project is delayed by more than 14 days due to your failure to provide content, we reserve the right to invoice for work completed and pause the project.

5.3. Permissions: You guarantee that you hold the necessary rights for all materials you provide to us.

5.4. Account Security: You are responsible for maintaining the confidentiality of your Client Portal login credentials. You must notify us immediately of any unauthorized use of your account. Daryo89 Ltd is not liable for data loss arising from your failure to protect your password.

6. FEES AND PAYMENT

6.1. Project Billing

Unless stated otherwise in the Proposal:

• 50% Deposit is required to commence work.
• 50% Final Payment is due upon completion, before the website goes live.

6.2. Retainer Billing

Monthly services (SEO, Managed Web Care) are billed in advance via Stripe or Direct Debit.

• If payment fails, services (including hosting and premium licenses) may be suspended after 7 days.

6.3. Scope Creep

Any work requested outside the scope defined in the Proposal will be charged at our standard hourly rate of £100.00.

7. CANCELLATION AND TERMINATION

7.1. Projects: Deposits are non-refundable once work has commenced. You are liable for all work completed up to the cancellation date.

7.2. Retainers: Monthly services operate on a rolling 30-day contract. You may cancel by giving 30 days’ written notice.

7.3. Termination for Breach: We may terminate the agreement immediately if you fail to pay invoices or breach these Terms.

8. INTELLECTUAL PROPERTY (IP) & LICENSING

8.1. Your Ownership: Upon full payment, you own the final Website Design and Content created for you.

8.2. Agency Rights: Daryo89 Ltd retains the right to use the completed project in our portfolio.

8.3. Software Licenses: Any premium third-party software licenses (e.g., Kadence Pro, FluentCRM Pro, Wordfence Premium) installed on your site are the property of the Agency. We grant you a license to use them only while you maintain an active “Managed Web Care” subscription. If you cancel, we will remove our license keys, and you will be responsible for purchasing your own licenses to receive future updates.

9. THIRD-PARTY TOOLS

We are not responsible for changes to the Terms of Service, pricing, or functionality of third-party platforms (e.g., Google, Facebook, Stripe) that interact with your website.

10. WARRANTIES AND LIABILITY

10.1. No Implied Warranties: Services are provided “as is.” We do not warrant that your website will be uninterrupted or error-free.

10.2. Limitation of Liability: To the maximum extent permitted by law, Daryo89 Ltd’s liability shall be limited to the total amount of fees paid by you to us in the 12 months preceding the claim.

11. DATA PROTECTION

Both parties agree to comply with the UK General Data Protection Regulation (UK GDPR). Daryo89 Ltd acts as a Data Processor for any personal data processed on your website.

12. GENERAL

12.1. Force Majeure: We shall not be liable for delay or failure to perform obligations caused by circumstances beyond our control (e.g., server outages, internet failure).

12.2. Governing Law: These Terms are governed by English law.

13. SUPPORT & AVAILABILITY

13.1. Business Hours: Monday to Friday, 09:00 to 17:00 (UK Time), excluding Public Holidays.

13.2. Emergency Support: Support requests made outside of standard hours may incur an Emergency Call-Out Fee (£150/hr), unless covered by an Elite Growth Care Plan.

14. CONTACT

For any questions regarding these Terms, please contact us: