Terms & Conditions

1. INTRODUCTION

1.1. These Terms and Conditions (“Terms”) govern the provision by Daryo89 Ltd (“the Consultancy”, “We”, “Us”) of Strategic Web Architecture, Generative Engine Optimisation (GEO), AI-Powered B2B Acquisition, Digital Infrastructure Management, Clinical AI Governance consultancy, and Licensed Software — the D89 AI Visibility Suite, the Daryo89 Marketing Agent, D89 Outreach, D89 Care Recruit, D89 Invoice Lite and our free plugins — to the enterprise, clinic, care provider, agency or individual purchasing them (“the Client”, “You”).

1.2. By accepting a Proposal, paying a deposit or Session fee, purchasing or activating a Licence Key for the D89 AI Visibility Suite, or engaging our engineering 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.

1.3. These Terms are supplemented by our Refund Policy, our Service Level Agreement (SLA) and, for personal data, our Privacy Notice and, where we act as your processor, our Data Processing Agreement (DPA); all form part of the agreement between us. Where a conflict arises, these Terms take precedence unless a signed Proposal states otherwise, except that the DPA prevails on the processing of personal data.

2. CORPORATE ENTITY INFORMATION

Legal Entity: Daryo89 Ltd Registered Office: 171 Gladiator Road, Upper Cambourne, Cambridge, CB23 6JZ, United Kingdom Company Number: 14758584 ICO Registration: ZB970149 Contact Email: d.lapegna@daryo89.com

3. DEFINITIONS

• “Strategic Blueprint Session” refers to the mandatory £495 Phase 1 architectural blueprinting protocol executed prior to any custom infrastructure deployment.
• “AI Visibility Package” refers to the baseline structural data deployment engineered to establish initial LLM parsing and citation indexing, explicitly including the provision of llms.txt and llms-full.txt corporate corpuses.
• “AI Search Optimization (AISO)” refers to the validation protocols, profiling, and continuous telemetry management used to secure Share of Model (SOM) within AI engines.
• “Deployment” refers to Phase 2, one-off pieces of architectural work with a fixed scope, such as an Authority Architecture Build, WebMCP configuration, or Sovereign Migration.
• “Retainer” refers to Phase 3 ongoing monthly services, such as Digital Infrastructure Management, External Enterprise SLA Governance, or AI Authority Management & Telemetry.
• “Deliverables” refers to the final sovereign assets (code base, server configurations, JSON-LD schemas, telemetry reports) engineered for the Client.
• “D89 AI Visibility Suite” (the “Suite”) refers to the family of WordPress plugins published by Daryo89 Ltd — now under the name Daryo89 Multi Scan and AI Assessment — that measure, report on, and remediate the visibility of a website within AI and generative search engines, distributed in the Editions defined at Clause 4.5.2.
• “Edition” refers to a specific distribution tier of the Suite: Free, Client, Agency, or M (Partner).
• “Licence Key” refers to the alphanumeric credential issued by Daryo89 Ltd upon purchase, which activates a paid Edition, authenticates it against the daryo89.com infrastructure, and carries a fixed, pre-allocated Analysis Token balance.
• “daryo89.com infrastructure” refers to the licensing, metering, and AI request-routing endpoints operated by Daryo89 Ltd, against which the Suite authenticates and through which Scans are executed.
• “Scan” refers to a single, uniquely identified, passive analysis run initiated from an installation of the Suite against a Target Site.
• “Scan ID” refers to the unique identifier assigned to a Scan at the point of initiation, against which an Analysis Token is bound.
• “Scan Log” refers to the telemetry record held by the daryo89.com infrastructure that records, for each Scan ID, which analyses completed, which did not, and the error state recorded against any that did not. The Scan Log is the authoritative record of whether a Scan completed.
• “Target Site” refers to the website or URL submitted for analysis by a Scan.
• “Analysis Token” (the “Token”) refers to the unit of pre-allocated metering consumed by the daryo89.com infrastructure when a Scan is executed. Tokens are a metering unit only; they are not currency, credit, or a financial instrument, and they are not sold separately from a Licence Key.
• “Report” refers to the machine-generated output of a completed Scan, delivered in HTML, PDF, and/or email form.
• “Licence Term” refers to the three (3) year period defined at Clause 4.5.5.
• “Beta Channel” refers to the optional pre-release update stream available exclusively to M Edition Partners under Clause 4.5.13.1.
• “Marketing Agent” refers to the Daryo89 Marketing Agent, a licensed WordPress plugin that, on the Client’s own website, plans campaigns and writes, schedules and publishes articles, social posts, landing pages and advertising copy with the assistance of foundational AI models, under the Client’s settings and review.
• “D89 Outreach” refers to our business-to-business outreach agent, operated on our infrastructure (agent.daryo89labs.com) or as a module of the Marketing Agent, which finds companies from public registers and writes to them on the Client’s behalf under rules the Client sets.
• “Care Recruit” and “Invoice Lite” refer to D89 Care Recruit (care-sector recruitment and onboarding) and D89 Invoice Lite (contractor invoicing), licensed WordPress plugins that run entirely on the Client’s own website.
• “Free Plugins” refers to AI Crawler Files, AI Agent Readiness Check and the Free Edition of the Suite, supplied at no charge through WordPress.org.
• “Clinical AI Governance Engagement” refers to a fixed-fee or retained consultancy engagement (AI Exposure Triage, AI Readiness Review, Policy and SOP Build, Implementation Partner, or day-rate work) producing governance artefacts — registers, policies, standard operating procedures, risk maps, DPIA packs, hazard-log inputs, training — for a health or care organisation.
• “AI-Assisted Output” refers to any text, image, score, classification or recommendation produced wholly or partly by a foundational AI model through our software or services.
• “Human Review” refers to the Client’s review and approval of AI-Assisted Output before it is published, sent or relied on, within the review window the software provides.

4. SCOPE OF SERVICES

4.1. Strategic Web Architecture

We will engineer enterprise-grade digital infrastructure as specified in the Architectural Blueprinting Phase. We utilize self-hosted architectures and sovereign frameworks (e.g., Kadence, FluentCRM, FluentCart, WebMCP integrations) to guarantee data ownership.

Exclusions: Unless explicitly stated in the Proposal, the Deployment Fee excludes operational costs for Domain Name Registration, Third-Party Premium APIs, and ongoing Cloudflare/VPS routing costs. These are managed via a separate Phase 3 Digital Infrastructure Management agreement.

4.2. Generative Engine Optimization (GEO)

4.2.1. Strategic Blueprint Sessions: SEO or GEO services labeled as “Blueprint Sessions” or “Reviews” are strictly advisory. The fee covers the technical analysis, AI citation stress-testing, and strategic roadmap. It does not include manual implementation unless stated.

4.2.2. GEO Retainers: Implementation of structural semantic telemetry, WebMCP feed management, and AISO validation is a separate service under a Retainer. Algorithmic visibility requires time; we mandate a minimum 6-month commitment to establish authority within AI recommendation engines (e.g., ChatGPT, Perplexity).

4.2.3. No Absolute Guarantee: Foundational LLMs change their neural weights continuously. While we guarantee structural compliance and WebMCP readiness, we cannot guarantee specific ranking or citation positions.

4.2.4. AI Visibility Packages: Entry-level semantic deployments provide the core structural data (e.g., JSON-LD entity graphs, llms.txt, llms-full.txt) required for foundational AI parsing. These are standalone deliverables; securing continuous AI market dominance requires a managed Phase 3 Retainer.

4.3. AI-Powered B2B Acquisition

We engineer targeted B2B and B2C acquisition through inbound search telemetry, AISO validation signals, paid media and our own outreach agent, D89 Outreach. Third-party outbound agents are no longer used; any earlier reference to them is superseded.

4.3.1. Media Capital: You are responsible for paying the media costs (Ad Spend) directly to the advertising platforms (Google, Meta, LinkedIn) via your own billing methods. Our fees cover the engineering, tracking and management of the strategy.

4.3.2. D89 Outreach — your obligations as the sender. Where we run D89 Outreach on your behalf, the messages are sent in your name, from a domain you designate, to companies (corporate subscribers) selected under rules you approve. You are the controller of the recipients’ data and the sender for the purposes of the Privacy and Electronic Communications Regulations 2003 (PECR). You warrant that: (a) you will only approve campaigns to businesses, never to individuals’ personal addresses; (b) every message carries a working way to decline and we may honour any objection at once; (c) the claims in your campaign brief are true and substantiated; (d) you will not target sectors you are not permitted to market to. We keep a suppression list across all campaigns and never write to an address on it. We do not guarantee deliverability, open or reply rates: mail providers filter as they choose.

4.3.3. AI-drafted messages. Outreach messages and their follow-ups are drafted by foundational AI models from your brief and from public information about the recipient, checked against the rules you set, and sent on your behalf. You are responsible for the brief, the offer and the claims; we are responsible for the rules being applied as set. Where the recipient is in the European Union, we apply the transparency measures of Article 50 of the EU AI Act on your behalf and you authorise us to do so.

4.4. Digital Infrastructure Management

This service provides mandatory ongoing security, DSPT compliance, and latency mitigation for your asset. We manage secure Sovereign VPS nodes, enforce Cloudflare edge routing, and provide external governance for third-party ecosystems.

4.4.1. EXTERNAL PLATFORM DISCLAIMER

While we provide expert SLA governance, security alignment, and updates for external environments (e.g., AWS, Microsoft Azure, or Client-procured architectures), we cannot mathematically guarantee the sub-second Core Web Vitals, server latency (TTFB), or uptime performance that is natively guaranteed on our proprietary Sovereign Stack (IONOS VPS). External environments are subject to their own hardware restrictions and network limitations.

• Third-Party Hosting Exclusions: If you elect to host your asset on third-party architectures (bypassing Daryo89’s Sovereign Stack), we assume no corporate accountability for server-side latency, downtime, or security breaches originating at the host level.
• Remedial Engineering: Time spent diagnosing critical failures caused by third-party hosting will be billed at our enterprise engineering rate (£125/hr).
• Scope of Care: The monthly fee covers software updates, WAF protection, and encrypted daily backups. It does not cover new architectural feature builds unless you are on a designated Enterprise Telemetry tier.

4.5. D89 AI Visibility Suite (Licensed Software)

4.5.1. Nature of the Service: The D89 AI Visibility Suite is a family of WordPress plugins that audit a Target Site’s readiness for AI and generative search engines and issue a Report. Scans are executed by the daryo89.com infrastructure, which authenticates the installation, meters usage, and routes analysis requests to foundational AI models on your behalf. The Suite is a software product, not a consultancy engagement; it does not include Deployment, Retainer, or advisory services, which are contracted separately under Clauses 4.1 to 4.4.

4.5.2. Editions: The Suite is published in four Editions. Feature entitlement is determined and enforced by the daryo89.com infrastructure according to the Edition classification attached to your Licence Key.

4.5.3. Licence Grant: Subject to payment in full and to your compliance with these Terms, we grant you a non-exclusive, non-transferable right, for the Licence Term, to (a) install and operate the purchased Edition on the number of sites stated on your order, (b) receive software updates, and (c) authenticate against the daryo89.com infrastructure and consume the Analysis Tokens pre-allocated to your Licence Key. The Licence Key governs your access to the daryo89.com infrastructure, to updates, and to support. It does not restrict any right you hold in the plugin’s PHP source code under its open-source licence.

4.5.4. OPEN-SOURCE POSITION

The PHP source code of the Suite is distributed under the GNU General Public Licence v2 or later, consistent with the WordPress ecosystem. Daryo89 Ltd is the author and copyright holder of that code; the GPL is a licence granted under our copyright, not a surrender of it. Nothing in these Terms limits the rights that licence grants you over code we have distributed to you. The daryo89.com infrastructure is a hosted service, not GPL code: access to it, to Analysis Tokens, to Reports, and to updates is governed exclusively by these Terms and by a valid Licence Key. Our trade marks, brand assets, report designs, scoring methodology, and the name “Daryo89” are not licensed under the GPL and remain our property (Trade Mark UK00004255208).

4.5.5. Licence Term, Pre-Allocated Tokens, and Automatic Expiry: Each Licence Key is issued with a fixed, pre-allocated quantity of Analysis Tokens stated on your order, and for a fixed term of three (3) years from the date of purchase. Analysis Tokens cannot be topped up, purchased separately, or added to an existing Licence Key. Your ability to execute Scans therefore ends on the earlier of:

• (a) the exhaustion of the Analysis Tokens pre-allocated to your Licence Key; or
• (b) the automatic expiry of the Licence Key at the end of the three (3) year Licence Term.

In either case, continued use requires the purchase of a new Licence Key, which carries its own Token allocation and its own three (3) year term. Expiry is not a termination and requires no notice from either party.

Where Tokens are exhausted before the end of the Licence Term, your Licence Key remains valid for software updates and support until the end of the Licence Term, but confers no further Scan capability. On expiry of the Licence Term:

• The Licence Key ceases to authenticate against the daryo89.com infrastructure. No further Scans can be executed and no further Reports can be generated.
• Access to software updates and to support ceases.
• Any Analysis Tokens remaining on the Licence Key are forfeited in full. Unused Tokens have no cash value, are not refundable, and cannot be carried over, credited, or transferred to a new Licence Key.
• Any Report already generated and downloaded before expiry remains yours to keep and use without restriction.

4.5.5.1. Expiry Notices. We will send expiry notices to the email address used to place the order, beginning one hundred and eighty (180) days before the end of the Licence Term and repeating on a weekly cadence until expiry. Your licence status, remaining Token balance, and expiry date are also displayed in the plugin dashboard at all times. Delivery of these notices depends on the email address on your order remaining valid and on your mail infrastructure accepting them. Failure of any notice to arrive, be delivered, or be read does not extend the Licence Term, preserve unused Tokens, or create any liability on our part. It is your responsibility to keep your order email address current and to monitor your licence status.

4.5.6. ANALYSIS TOKENS ARE NON-REFUNDABLE

Analysis Tokens are supplied as pre-allocated digital content and are non-refundable, non-transferable, non-exchangeable, and carry no cash value. A Token is consumed at the point a Scan is initiated and is bound to that Scan’s unique Scan ID. Once consumed, a Token is not returned, including where you are dissatisfied with the findings, where the Report contains a low score, where you cancel or navigate away mid-Scan, or where you no longer require the analysis. The sole and exclusive remedy for a Failed Analysis is set out at Clause 4.5.7.

4.5.6.1. Immediate Supply and Cancellation. A Licence Key and its pre-allocated Analysis Tokens are digital content supplied immediately on cleared payment. By accepting these Terms at checkout, you expressly request that supply begins immediately, and you acknowledge that once supply has begun you lose any statutory right to cancel that would otherwise apply to the supply of digital content. Where you deal with us as a consumer, this Clause does not affect your statutory rights in respect of digital content that is faulty, not as described, or not of satisfactory quality, and does not affect Clause 10.4.

4.5.7. Failed Analyses and Your Remedy: A “Failed Analysis” means a Scan for which an Analysis Token was consumed but which is recorded as failed in the Scan Log and flagged as incomplete on the resulting Report, because the daryo89.com infrastructure did not complete the analysis due to a fault on our side. The Scan Log is the authoritative record. If you experience a Failed Analysis:

• You must open a support ticket from the same email address used to place the order for the Licence Key. Tickets raised from any other address cannot be validated against the order record and will not be actioned.
• Your ticket must quote the Scan ID of the affected Scan, together with your Licence Key and the Target Site URL. The Scan ID is displayed on the Report and in the scan log panel of the plugin dashboard.
• The ticket must be raised within thirty (30) days of the Failed Analysis. Scans older than thirty (30) days fall outside our telemetry retention window, cannot be verified against the Scan Log, and will not be reinstated.
• On receipt of a valid ticket, we will interrogate the Scan Log against the Scan ID supplied, identify which analysis did not complete, and reply to you stating the error recorded against it.
• Where the failure is verified, we will, at our sole election, either (a) reinstate the consumed Token or Tokens to your Licence Key, or (b) deliver a full completed Report for the Scan in question. This is your sole and exclusive remedy and is offered in place of, not in addition to, any refund.
• Tokens reinstated under this Clause remain subject to Clause 4.5.5 and are forfeited on expiry of the Licence Term in the same way as any other Token.

4.5.7.1. What is not a Failed Analysis. Where the Scan Log records a Scan as completed, that Scan is not a Failed Analysis. For the avoidance of doubt, the following are correctly completed Scans and do not entitle you to reinstatement:

• A Report that returns a low score, unfavourable findings, or recommendations you disagree with. A low score is a valid analytical result, not a fault.
• A Scan that could not read the Target Site because it was offline, password-protected, behind maintenance mode, returning errors, blocking our user agent via robots.txt, WAF, firewall, rate-limiting, or bot protection, or because the submitted URL was incorrect.
• A Scan interrupted by your own hosting environment, PHP configuration, cron failure, plugin conflict, or the deactivation of your Licence Key.
• A Scan executed against a Target Site you were not entitled to scan under Clause 4.5.8.
• A Scan executed on a Beta Channel build (Clause 4.5.13.1).
• For the M Edition, a Scan that failed because of the exhaustion, invalidity, misconfiguration, rate-limiting, or suspension of your own Google, foundational AI, or Cloudflare credentials.

4.5.8. Acceptable Use and Right to Scan. You warrant that, for every Scan you initiate, you own the Target Site or hold the site owner’s express authority to submit it for analysis. You must not: circumvent, spoof, or interfere with licence validation, Edition classification, Scan ID binding, or Token metering; share, resell, or expose your Licence Key or Token balance as a standalone service to third parties; automate or script Scans beyond the fair-use rate limits published in the plugin dashboard; or use the Suite to attack, overload, probe, or gain unauthorised information about any system. We may suspend a Licence Key immediately, without refund, where we reasonably believe this Clause has been breached, and you indemnify us against any claim arising from a Scan initiated without authority.

4.5.8.1. A SCAN IS PASSIVE, NOT A PENETRATION TEST

A Scan is passive and read-only. It is executed from the daryo89.com infrastructure as an ordinary external request for publicly accessible pages, in the same manner as a search engine crawler or a standard web browser. It does not write to, modify, authenticate against, inject into, brute-force, fuzz, or otherwise interfere with the Target Site or its domain, and it retrieves nothing that is not already served publicly. A Scan is therefore not a penetration test, vulnerability assessment, red-team exercise, or any other form of intrusive security testing of the kind governed by CREST or an equivalent assurance framework, and no such accreditation is claimed, held, or required for the operation of the Suite. If you require intrusive security testing, you must engage an appropriately accredited provider under a separate scope and authorisation.

4.5.8.2. Licence Deactivation. Where a Licence Key is deactivated, expires, lapses, or is suspended, it is blocked at the point of Token consumption and is not automatically reactivated. Scans already in flight at the moment of deactivation are permitted a short grace window before a hard stop is enforced; Scans terminated by that hard stop are recorded as failed in the Scan Log and their Tokens are reinstated on request under Clause 4.5.7. Reactivation, where available, is a manual process initiated by ticket from the order email address.

4.5.9. NATURE OF AI-GENERATED OUTPUT

Reports are produced with the assistance of foundational AI models, which are probabilistic and non-deterministic. Two Scans of the same Target Site may return different wording, different findings, or different scores. Reports are supplied for informational purposes only, are not professional, legal, financial, or medical advice, and must be reviewed by a competent person before any recommendation is implemented. We do not warrant that any Report is accurate, complete, or free from error, and we accept no accountability for decisions taken, code deployed, or expenditure incurred on the basis of a Report without independent verification.

4.5.10. Licence Transfer on Sale of a Site. A Licence Key is bound to the email address used to place the order. It is not transferable by you, by assignment, or by the sale of a site. If you sell or otherwise dispose of a site operating under your Licence Key and the purchaser wishes to continue using the Suite, you must open a ticket from the order email address and provide reasonable documentary evidence of the disposal. On verification, we will deactivate the existing Licence Key and issue a replacement Licence Key to the new owner, allocated with the Analysis Token balance remaining at the point of deactivation. A replacement Licence Key issued under this Clause inherits the unexpired remainder of the original Licence Term and does not restart the three (3) year period. We may decline a transfer request we cannot verify. Tokens are not refunded in any transfer scenario, and Tokens consumed before deactivation are not reinstated.

4.5.11. Agency Edition: White-Label and End Clients. The Agency Edition permits you to present Reports to your own clients under your own branding, within the entitlement stated on your order. In doing so:

• You contract with your end clients in your own name and on your own terms. Daryo89 Ltd has no contractual relationship with, and owes no duty to, your end clients.
• You must not pass through, extend, or restate any Daryo89 warranty, guarantee, or service level to an end client, and you must not represent that Daryo89 Ltd is a party to your engagement.
• You remain fully accountable for all Scans initiated under your Licence Key, including the warranty of authority at Clause 4.5.8, and you indemnify us against any claim brought by an end client arising from your use or presentation of the Suite.

4.5.12. Free Edition. The Free Edition is supplied at no charge, “as is” and without warranty, support commitment, or service level of any kind. Its Scan allowance is metered by the daryo89.com infrastructure as a discretionary courtesy, is not an entitlement, and may be reduced, rate-limited, suspended, or withdrawn at any time without notice. Nothing in the Free Edition creates a contract for the supply of services.

4.5.13. M Edition (Partner). The M Edition is issued under a Partner arrangement and is engineered for technical partners requiring full local control of their own service credentials.

• (a) Initial Allowance. Each M Edition Licence Key is issued with a pre-allocated allowance of five (5) Analysis Tokens, executable via the daryo89.com infrastructure. This allowance exists to permit evaluation and initial configuration and, like every Token, is non-refundable and cannot be topped up.
• (b) Local Credentials. Once the initial allowance is exhausted, unlocking the full function of the M Edition requires you to configure your own credentials for the third-party services on which it depends, including Google services, foundational AI providers, and Cloudflare. Until valid credentials are configured, the affected functions are unavailable. This is the designed behaviour of the Edition and is not a fault.
• (c) Provider Relationship. You contract with those providers directly and in your own name. You are solely responsible for their fees, terms, quotas, content policies, availability, and for any data you transmit to them. We do not proxy, meter, subsidise, or accept accountability for calls made using your own credentials. Clause 9 applies in full.
• (d) Failures Arising from Your Credentials. A Scan that fails because of the exhaustion, invalidity, misconfiguration, rate-limiting, or suspension of your own credentials is not a Failed Analysis under Clause 4.5.7.

4.5.13.1. BETA CHANNEL — M EDITION EXCLUSIVE

The M Edition additionally operates as our Beta Channel. Public updates to the Free, Client, and Agency Editions are issued only once a build is classified stable. Partners holding a valid M Edition Licence Key may opt in to the Beta Channel to receive pre-release builds and to access features in advance of general availability. Participation is voluntary, opt-in, reversible at any time, and available to no other Edition.

Beta builds and pre-release features are supplied “as is” and “as available”, are expressly excluded from every warranty, service level, and support commitment in these Terms and in our SLA, and may be incomplete, unstable, altered, or withdrawn without notice. A Scan executed on a Beta Channel build is not eligible for reinstatement under Clause 4.5.7. You must not deploy a Beta Channel build to a production site or to an end client’s site. Unreleased features disclosed to you through the Beta Channel are our confidential information and must not be published, demonstrated publicly, or disclosed to third parties before general availability.

4.5.14. Changes to the Suite. We may add, alter, deprecate, or withdraw Suite features, Editions, Licence Key pricing, Token allocations, and Token consumption rates at any time in order to reflect changes in the cost, availability, or terms of the foundational AI models we route to. Changes apply to Licence Keys purchased, and to Scans initiated, after the change; they do not retrospectively alter the Token allocation on a Licence Key already issued, nor Tokens already consumed. Where a change materially reduces the function of a paid Edition during your Licence Term, contact us at the address in Clause 14.

4.5.15. Withdrawal of the Service. If we permanently discontinue the daryo89.com infrastructure for a paid Edition before the end of your Licence Term, we will give you no less than ninety (90) days’ notice to the order email address and will refund the unexpired portion of your Licence Key fee on a pro-rata basis. Analysis Tokens remain non-refundable under Clause 4.5.6 in all circumstances.

4.6. Daryo89 Marketing Agent (Licensed Software)

4.6.1. Nature of the Service. The Marketing Agent runs on your own WordPress website. It plans a campaign around one objective and, with the assistance of foundational AI models, writes, schedules and publishes articles, social posts, a landing page and advertising copy, and reports results. It uses AI credentials — yours, or ours where your plan includes them — and publishes through platforms you connect (Facebook Pages, LinkedIn). It does not guarantee traffic, leads, sales, search rankings, or citation or recommendation by any AI assistant.

4.6.2. Editorial responsibility and Human Review. Everything the Marketing Agent writes is AI-Assisted Output. It is prepared within a review window before it is published and is published in your name: you are the publisher and the editor of record. You must review it within the window the software provides (or set the software to hold content for approval), and you are responsible for its accuracy, its claims and its compliance with the law that applies to you — including the UK Code of Non-broadcast Advertising (CAP Code), consumer protection law, and any sector rules on advertising (for health and care providers, the rules on claims about treatment and outcomes). The claims check inside the software is an aid to review, not legal clearance. Where you publish to readers in the European Union, you are the deployer of a generative AI system under Article 50 of the EU AI Act and must label AI-generated content where that Article requires; the software provides the label.

4.6.3. Platform dependencies. Publishing to Facebook, LinkedIn and other platforms depends on their interfaces, their policies and the access tokens you grant. A platform may change or withdraw access, expire a token, or remove content; none of that is a fault of the software. You must keep your connections authorised and your Page or profile in good standing.

4.6.4. AI usage and costs. Where you use your own AI provider keys, you contract with those providers and pay them directly; their availability, pricing and terms are outside our control. Where our plan includes AI usage, it is metered and capped as stated on your order; usage is consumed when a task runs and is not refundable.

4.6.5. Licence and term. The Marketing Agent is licensed per site, for the term and on the renewal basis stated on your order (monthly or annual). The Licence Key is bound to your order email address and to the site it is activated on. Clauses 4.5.3 (grant), 4.5.4 (open-source position), 4.5.8 (acceptable use), 4.5.10 (transfer on sale of a site) and 4.5.14 (changes) apply to the Marketing Agent as they apply to the Suite.

4.7. D89 Care Recruit and D89 Invoice Lite (Licensed Software)

4.7.1. Both plugins run entirely on your own website; the data they hold — candidates, applications, documents, invoices — stays on your site and is not sent to us. You are the controller of that data. We receive only the licensing, update and support data described in our Privacy Notice.

4.7.2. Care Recruit supports your recruitment and onboarding; it does not perform, and does not replace, the checks the law requires of a care provider — right-to-work, DBS, references, registration and fitness checks under the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 (Regulation 19) and your regulator’s requirements. Those remain your responsibility. Invoice Lite produces invoices from the figures you enter; it is not accounting, tax or VAT advice, and HMRC compliance (including Making Tax Digital) remains yours.

4.7.3. Licence, support and changes follow Clauses 4.5.3, 4.5.4, 4.5.8, 4.5.10, 4.5.14 and 13.3, with the term and renewal basis stated on your order.

4.8. Clinical AI Governance (Consultancy)

4.8.1. Nature of the Service. A Clinical AI Governance Engagement produces governance artefacts and advice for a health or care organisation: an AI use register, a risk map against the applicable compliance stack, an AI use policy and staff standard, standard operating procedures, a DPIA pack, hazard-log and clinical-safety-case inputs, supplier assurance material, incident procedures, training and review cycles — as described for each package on our Clinical AI Governance page, at the fixed fees and day rate published there and confirmed in your order. Fixed fees are fixed: if the work runs long, that is absorbed, not invoiced; scope changes are agreed in writing before any additional work starts.

4.8.2. What it is, and what it is not. The Engagement is governance and engineering consultancy delivered by a registered clinician with software-engineering practice. It is not legal advice, not regulatory approval, not clinical care and not a medical device. We do not certify, register or accredit you; the artefacts we produce are yours to adopt, and adopting them does not itself make you compliant. Nothing we deliver is a medical device or clinical decision support: where an AI tool you use or plan to use may be software as a medical device, its classification and any MHRA obligations rest with its manufacturer and with you as its deployer, and we will say so in the risk map.

4.8.3. Your accountability stays yours. You remain the registered provider accountable to the Care Quality Commission (or your national regulator), to your professional regulators, to the Information Commissioner and to your commissioners. Clinical safety under DCB0129 and DCB0160 requires a Clinical Safety Officer appointed by you; we provide inputs to your hazard log and safety case, not the officer’s sign-off. Data Security and Protection Toolkit (DSPT) and, where relevant, Digital Technology Assessment Criteria (DTAC) submissions are yours; we help you meet them.

4.8.4. Patient data. We do not need, and do not ask for, patient or service-user data to deliver an Engagement. If a task requires access to it (for example to review a live system), that access is agreed in writing beforehand, under our Data Processing Agreement, on your systems or under your governance, with the minimum data necessary and DSPT-aligned controls. Clause 11 applies.

4.8.5. Currency of advice. Our artefacts reflect the law and guidance in force on the date of delivery — including the UK GDPR as amended by the Data (Use and Access) Act 2025, the EU AI Act where it applies to you (whose high-risk obligations for Annex III systems apply from 2 December 2027 under the Digital Omnibus, and whose transparency obligations have applied since 2 August 2026), MHRA guidance on software and AI as a medical device, NHS England guidance, DTAC, DSPT and CQC guidance. Regulation in this field moves; the Implementation Partner package includes re-assessment when a supplier changes its model and scheduled review cycles. Outside that package, an artefact is a snapshot on its date, and reviewing it later is a new engagement.

4.8.6. Deliverables and acceptance. Deliverables are supplied as documents you own outright (Clause 8.1). Each fixed-fee package includes the review rounds stated on the Clinical AI Governance page; a deliverable is accepted when you confirm it in writing or ten (10) Standard Engineering Days after delivery, whichever is first, unless you have raised a written objection in that time.

4.9. Free Plugins

4.9.1. AI Crawler Files, AI Agent Readiness Check and the Free Edition of the Suite are supplied at no charge, “as is”, without warranty or support commitment, under the GNU General Public Licence v2 or later. They may be changed or withdrawn at any time. Clause 4.5.12 applies to the Free Edition; Clause 10 applies to all three.

5. CLIENT GOVERNANCE

5.1. Assets: You agree to provide required documentation, brand assets, and API keys within agreed timeframes.

5.2. Delays: If a Deployment is delayed by more than 14 days due to Client failure to provide necessary assets, we reserve the right to invoice for all completed engineering and pause the deployment.

5.3. Access Control: You must not grant administrative or FTP access to unauthorized third parties. Daryo89 Ltd assumes no corporate accountability for structural failures caused by Client or third-party interference.

5.4. Licence Key Custody: Your Licence Key is a credential. You are accountable for keeping it confidential and for all activity and Token consumption occurring under it, including consumption by any person to whom you disclose it. Report a suspected compromise immediately by ticket from your order email address.

5.5. Acceptable use of AI features. You must not use our software or services to publish or send content that is unlawful, defamatory, deceptive, discriminatory, or that impersonates any person or organisation; to make health, medical, financial or legal claims you cannot substantiate; to contact individuals at personal addresses through D89 Outreach; to generate content for a site or an audience you do not have the right to publish to; or to circumvent the review, labelling, claims-check or suppression features of the software. We may suspend a Licence Key or an Engagement immediately on a breach of this Clause.

5.6. Human Review. Where the software provides a review window or an approval setting, you are responsible for using it. Content published or sent after the window, or on a setting you chose, is published or sent on your authority.

6. FEES AND PAYMENT PROTOCOLS

6.1. Deployment Billing

Unless stated otherwise in the formal Proposal:

• Mandatory Blueprint Session: The £495 Strategic Blueprint Session must be settled prior to architectural review execution. This is credited toward the final build if an enterprise deployment proceeds.
• 50% Capital Deposit is required to commence active engineering.
• 50% Final Settlement is due upon successful staging review, prior to live global deployment.

6.2. Retainer Billing

Monthly infrastructure and acquisition services are billed in advance via direct debit or Stripe.

6.2.1. Subscriptions and renewals. Monthly and annual software licences (the Marketing Agent, D89 Outreach, Care Recruit, Invoice Lite) renew automatically at the end of each period unless cancelled before the renewal date. We state the price, the period and how to cancel before you subscribe; we send a reminder before an annual renewal; you can cancel from your account or by email at any time, effective at the end of the current period. This reflects the subscription-contract provisions of the Digital Markets, Competition and Consumers Act 2024.

• If payment fails, Cloudflare WAF protection, routing, and services may be suspended after 7 days, halting active securitization protocols and telemetry tracking.

6.3. Scope Creep

Any architectural expansion requested outside the definitive scope of the Blueprint will be charged at our standard enterprise engineering rate of £125.00/hr.

6.4. Suite Licence Billing

• Licence Keys are prepaid and are issued on cleared payment, together with the fixed Analysis Token allocation stated on the order.
• Analysis Tokens are not sold separately and cannot be topped up. When the allocation on a Licence Key is exhausted, continued Scan capability requires the purchase of a new Licence Key.
• Licence Keys are issued for a three (3) year fixed term and do not auto-renew. No recurring payment is taken and no subscription is created.
• All Suite prices are stated in GBP and are exclusive of any applicable taxes, which are added at checkout where required.
• Chargebacks: Where a chargeback or payment reversal is raised against an order under which Analysis Tokens have already been consumed, we may suspend or terminate the Licence Key immediately and recover the value of the consumed Tokens, the reversed amount, and any gateway fees incurred, as a debt.

7. CANCELLATION AND TERMINATION

7.1. Deployments: Deposits are non-refundable once engineering has commenced. You assume financial accountability for all architectural work completed up to the cancellation date.

7.2. Retainers: Standard monthly infrastructure services operate on a rolling 30-day contract. You may terminate via 30 days’ written notice.

7.2.1. Software subscriptions. A monthly licence may be cancelled at any time and ends at the end of the period paid for; an annual licence may be cancelled at any time and ends at the end of the year paid for. No refund is due for the remainder of a period already begun, except as the Refund Policy and your statutory rights provide.

7.2.2. Clinical AI Governance Engagements. A fixed-fee Engagement may be cancelled by you before the work starts for a full refund; once work has started, the fee for milestones delivered or in progress is due and any balance for milestones not started is refunded. The Implementation Partner retainer carries a twelve-month minimum, then rolling 30-day terms.

7.2.3. On termination or expiry. Data we hold as your processor is returned to you or deleted within thirty (30) days of the end of the service, as our Data Processing Agreement and Privacy Notice provide, unless you instruct otherwise in writing or the law requires retention. Access tokens you granted to platforms are revoked; Licence Keys stop authenticating.

7.3. Non-Refundable Payment Gateway Fees

For transactions completed via third-party processors (Stripe/PayPal), Daryo89 Ltd incurs non-recoverable costs. If a Client requests a refund after a successful card transaction, Daryo89 Ltd retains a Payment Administration Fee matching the exact gateway processing rate (approx. 1.5% – 3.25%). To ensure absolute capital efficiency, Clients are advised to settle enterprise invoices via Direct Bank Transfer (BACS).

7.4. D89 AI Visibility Suite

Licence Keys and their pre-allocated Analysis Tokens are supplied as digital content and are governed by our Refund Policy, read together with Clauses 4.5.5 to 4.5.7 of these Terms. Analysis Tokens are non-refundable in all circumstances. A Licence Key expires automatically at the end of the Licence Term, or ceases to confer Scan capability on exhaustion of its Token allocation, whichever occurs first; no notice of cancellation is required from either party in either case. We may terminate a Licence Key without refund for breach of Clause 4.5.8.

8. INTELLECTUAL PROPERTY & SOVEREIGNTY

8.1. Client Sovereignty: Upon full financial settlement, you own 100% of the final digital asset, code base, and content. You are not locked into a rented SaaS ecosystem.

8.2. Agency Rights: Daryo89 Ltd retains the right to display the deployment in our corporate portfolio and case studies.

8.3. Enterprise Licenses: Premium software licenses (e.g., Kadence Pro, FluentCRM, FluentCart, WebMCP integrations) installed during deployment are property of Daryo89 Ltd. We grant you a license to utilize them exclusively while maintaining an active Digital Infrastructure Management retainer. If terminated, you must procure independent licenses to maintain update compliance.

8.4. Suite Reports: You own the content of any Report generated under a valid Licence Key and may use, publish, and share it freely. We retain all rights in the Suite itself, in the daryo89.com infrastructure, in the report templates and scoring methodology, and in our trade marks. Clause 4.5.4 governs the open-source position of the plugin source code.

9. THIRD-PARTY DEPENDENCIES

We assume no corporate accountability for changes to the Terms of Service, algorithm updates, model deprecations, rate limits, pricing changes, or API failures of third-party platforms (Google, Meta, Stripe, OpenAI, Anthropic, Perplexity, Cloudflare) interacting with your sovereign asset or with the daryo89.com infrastructure. Where a foundational AI provider becomes unavailable, restricts access, or alters its output, the D89 AI Visibility Suite may be degraded or interrupted through no fault of Ours. Clauses 4.5.13 and 4.5.14 apply.

10. WARRANTIES AND CORPORATE ACCOUNTABILITY

10.1. No Implied Warranties: Outside of explicit SLA guarantees, services are provided “as is.”

10.2. Limitation of Accountability: To the maximum extent permitted by UK law, Daryo89 Ltd’s total financial accountability shall not exceed the aggregate fees paid by the Client to the Consultancy in the 12 months preceding the claim.

10.3. Suite-Specific Cap: In respect of the D89 AI Visibility Suite, and to the maximum extent permitted by UK law, our total financial accountability arising from or in connection with a Licence Key, an Analysis Token, a Scan, or a Report shall not exceed the fees actually paid by you for that Licence Key. For the Free Edition and for Beta Channel builds, no fee is paid and our accountability is limited accordingly.

10.3.1. AI-Assisted Output and publication. Because you are the publisher of what the Marketing Agent writes and the sender of what D89 Outreach sends (Clauses 4.3.2 and 4.6.2), we are not liable for loss arising from content you approved, published or sent, or from claims in a brief you supplied. Because a Suite Report and every other AI-Assisted Output is probabilistic and informational (Clause 4.5.9), we are not liable for decisions taken in reliance on it without competent review.

10.3.2. Clinical AI Governance. Our liability for an Engagement is capped at the fees paid for that Engagement. We are not liable for regulatory action, loss of registration, or clinical harm arising from your use of AI tools, from a supplier’s product, or from artefacts you altered, did not adopt, or applied after a material change in your systems or in the law without review.

10.4. Non-Excludable Rights: Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. Where you deal with us as a consumer, nothing in these Terms affects your statutory rights.

11. DATA PROTECTION & CLINICAL GOVERNANCE (DSPT)

11.1. Both parties comply with the UK General Data Protection Regulation and the Data Protection Act 2018, as amended by the Data (Use and Access) Act 2025, and, where it applies, the EU General Data Protection Regulation. Our Privacy Notice at daryo89.com/privacy-policy/ describes how we handle personal data as a controller, names our sub-processors, and sets out our complaints procedure. For healthcare and legal sector clients, we engineer architecture in alignment with the Data Security and Protection Toolkit (DSPT) and, where relevant, DTAC and SRA frameworks.

11.2. Suite Data Flows: When a Scan is executed, the Suite transmits to the daryo89.com infrastructure the Target Site URL and the publicly accessible page content, metadata, and structured data required to perform the analysis, together with your Licence Key, site identifier, and Scan ID for authentication and metering. That content is then routed to foundational AI providers acting as our sub-processors for the purpose of generating the Report. Where you operate the M Edition on your own credentials, that content is transmitted directly from your installation to your own providers under your own contracts, and we are not a party to that transfer.

11.3. Your Responsibility: The Suite is engineered to analyse publicly available pages. You must not submit for analysis any page containing personal data, special category data, patient data, or confidential information (for example, member-only areas, staging environments containing live records, or pages behind authentication). Where you do so in breach of this Clause, you act as controller of that data and you accept accountability for the transfer.

11.4. A current list of the sub-processors used by the daryo89.com infrastructure is available on request to d.lapegna@daryo89.com.

11.5. Roles. Section 9 of our Privacy Notice states, for each product and service, when we are the controller and when we are your processor. Where we are your processor — the Marketing Agent and D89 Outreach acting on your data, the daryo89.com infrastructure executing Scans for you, any Engagement involving your systems — our Data Processing Agreement applies; it is available to every Client on request and is incorporated by reference. Care Recruit and Invoice Lite process data only on your site: we are not a processor of it.

11.6. Sub-processors. Our current sub-processors are listed in Section 6 of the Privacy Notice; we will give you thirty (30) days’ notice of a change by email to your order address, and you may object on reasonable data-protection grounds.

11.7. Security incidents. Each party notifies the other without undue delay, and in any event within 48 hours, of a personal data breach affecting the other’s data, so that the controller can meet its 72-hour obligation to the Information Commissioner.

11.8. AI transparency. Where our software or services produce AI-Assisted Output that you publish or send to people in the European Union, you are the deployer for the purposes of Article 50 of the EU AI Act and we provide the means to label it; where we send on your behalf under Clause 4.3.3, we apply the label. Neither party uses the other’s data to train foundational AI models, and our providers are contracted not to.

12. GENERAL

12.1. Force Majeure: We assume no corporate accountability for delays caused by circumstances beyond our control (global DNS outages, AWS failure).

12.2. Governing Law: These Terms are governed strictly by the laws of England and Wales.

12.3. Amendment: We may amend these Terms from time to time. The version published at daryo89.com/terms-and-conditions at the moment you place an order governs that order. Continued use of the D89 AI Visibility Suite after an amendment is published constitutes acceptance of the amended Terms.

12.4. Complaints. We operate a written complaints procedure. A complaint about our services may be sent to d.lapegna@daryo89.com; a complaint about the handling of personal data may be sent there or through the form on our Privacy Notice page. We acknowledge every complaint within thirty (30) days, investigate it and tell you the outcome, and keep a record, as section 164A of the Data Protection Act 2018 requires for data protection complaints. You may also complain to the Information Commissioner’s Office at any time.

12.5. Regulatory change. Where a change in law or regulation — including the Data (Use and Access) Act 2025, the EU AI Act and its implementing acts, MHRA, NHS England or CQC guidance — requires a change to how a service is delivered, we may make that change on notice and, where it increases our cost materially, agree a revised fee with you or allow you to terminate the affected service without penalty.

13. SUPPORT & AVAILABILITY

13.1. Standard Engineering Hours: Our support and response windows are measured in Standard Engineering Hours and Standard Engineering Days, which are defined in our Service Level Agreement. That definition is the single authority for those terms across these Terms, our Refund Policy, and our SLA.

13.2. Emergency Latency Vectors & Securitization: Critical support requested outside standard hours by non-retainer clients incurs an Emergency Architectural Triage Fee of £250/hr.

13.3. Software support. Support for paid Editions of the Suite and for the Marketing Agent, D89 Outreach, Care Recruit and Invoice Lite is delivered by ticket during Standard Engineering Hours, for the duration of the licence or subscription, and must be raised from the email address used to place the order. Response targets are in our Service Level Agreement. Free Plugins and Beta Channel builds carry no support commitment.

14. CONTACT

For legal or compliance inquiries regarding these Terms, contact our executive team:

Daryo89 Ltd · Email: d.lapegna@daryo89.com · Phone: 01223 944560 · 171 Gladiator Road, Upper Cambourne, Cambridge, CB23 6JZ · Company No. 14758584 · ICO ZB970149 · Trade Mark UK00004255208

15. PROFESSIONAL INSURANCE (AXA)

In accordance with the Provision of Services Regulations 2009, Daryo89 Ltd confirms its enterprise corporate insurance coverage:

Professional Insurance: AXA Professional Indemnity & Public Liability Insurer Address: 20 Gracechurch Street, London, EC3V 0BG, United Kingdom Territorial Coverage: United Kingdom (Great Britain, Northern Ireland, Channel Islands, and Isle of Man)

DARYO89 LTD | Enterprise AI Architecture

Company No: 14758584 | ICO Registration: ZB970149 | Trade Mark: UK00004255208

16. VERSION HISTORY

• 2.3 — 29 September 2026. Scope extended to Clinical AI Governance, the Marketing Agent, D89 Outreach, Care Recruit, Invoice Lite and the Free Plugins (1.1, 3, 4.6–4.9). Third-party outbound agents replaced by D89 Outreach, with the Client’s obligations as sender (4.3). Acceptable use of AI features and Human Review (5.5, 5.6). Subscription renewals under the Digital Markets, Competition and Consumers Act 2024 (6.2.1, 7.2.1). Engagement cancellation and data on termination (7.2.2, 7.2.3). Liability for AI-Assisted Output and Engagements (10.3.1, 10.3.2). Data protection updated to the Data (Use and Access) Act 2025, with roles, sub-processors, incident notice and AI transparency (11). Complaints procedure and regulatory change (12.4, 12.5). Software support (13.3).
• 2.2 — Q3 2026. The previous edition.