ENTERPRISE TERMS & CONDITIONS
1. INTRODUCTION
1.1. These Terms and Conditions (“Terms”) govern the provision of Strategic Web Architecture, Generative Engine Optimization (GEO), AI-Powered B2B Acquisition, Digital Infrastructure Management, and Licensed Software services by Daryo89 Ltd (“the Consultancy”, “We”, “Us”) to the enterprise, clinic, or individual purchasing such services (“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 and our Service Level Agreement (SLA), both of which form part of the agreement between us. Where a conflict arises, these Terms take precedence unless a signed Proposal states otherwise.
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.txtandllms-full.txtcorporate 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 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.
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 highly-targeted B2B and B2C acquisition vectors via inbound search telemetry, AISO validation signals, and autonomous AI outbound agents (e.g., Artisan, Ava).
4.3.1. Media Capital & Agent Licensing: You are responsible for paying the media costs (Ad Spend) directly to the ad platforms (Google/LinkedIn) and any third-party AI Agent software licensing via your own billing methods. Our fees cover the engineering, tracking, and management of the strategy.
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.
| Edition | Intended For | Licence Key | Analysis & Metering |
|---|---|---|---|
| Free (WordPress.org) |
Public evaluation and community use. | Not required. | Scans are executed via the daryo89.com infrastructure at a capped, discretionary allowance determined by Us, which is not an entitlement and may be reduced, rate-limited, or withdrawn at any time. |
| Client | Single-site owners and entry-level use. | Required. Valid for one (1) site. | Scans are executed via the daryo89.com infrastructure and metered against the fixed, pre-allocated Analysis Token balance issued with your Licence Key. Tokens cannot be topped up. |
| Agency | Agencies and consultancies operating white-label across a portfolio of client sites. | Required. Valid for the site count stated on your order. | Scans are executed via the daryo89.com infrastructure and metered against the fixed, pre-allocated Analysis Token balance issued with your Licence Key. Tokens cannot be topped up. White-label presentation of Reports is permitted under Clause 4.5.11. |
| M Edition (Partner) |
Technical partners requiring full local control of their own service credentials. | Required. Issued under a Partner arrangement. | Includes an initial allowance of five (5) Analysis Tokens executed via the daryo89.com infrastructure. Beyond that allowance, full function requires you to configure your own Google, foundational AI, and Cloudflare credentials, billed to you by those providers directly. Also the sole Edition with access to the Beta Channel. |
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.
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.
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.
- 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.
7.3. 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, Artisan) 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.
10.4. 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 agree to strict compliance with the UK General Data Protection Regulation (UK GDPR). For healthcare and legal sector clients, Daryo89 Ltd acts as a secure Data Processor and engineers architecture in alignment with the Data Security and Protection Toolkit (DSPT) 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.
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.
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. Suite Support: Support for paid Editions of the D89 AI Visibility Suite is delivered by ticket during Standard Engineering Hours, is available only for the duration of the Licence Term, and must be raised from the email address used to place the order. Response targets are set out in our Service Level Agreement. The Free Edition 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
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