1. INTRODUCTION

1.1. These Terms and Conditions (“Terms”) govern the provision of Sovereign Web Architecture, Generative Engine Optimization (GEO), Performance Acquisition, and Digital Infrastructure Management 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 Audit fee, 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.

2. CORPORATE ENTITY INFORMATION

3. DEFINITIONS

• “Liability Audit” refers to the mandatory £495 diagnostic assessment executed prior to any infrastructure deployment.
• “Deployment” refers to one-off pieces of architectural work with a fixed scope, such as an Authority Architecture Build or Sovereign Migration.
• “Retainer” refers to ongoing monthly services, such as Digital Infrastructure Management or GEO Execution.
• “Deliverables” refers to the final sovereign assets (code base, server configurations, telemetry reports) engineered for the Client.

4. SCOPE OF SERVICES

4.1. Sovereign Web Architecture

We will engineer enterprise-grade digital infrastructure as specified in the Proposal. We utilize self-hosted architectures and enterprise frameworks (e.g., Kadence, FluentCRM) to guarantee data sovereignty.

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 Digital Infrastructure Management agreement.

4.2. Generative Engine Optimization (GEO)

4.2.1. Strategic Audits: SEO or GEO services labeled as “Audits” are strictly diagnostic. The fee covers the technical analysis, Knowledge Graph assessment, and strategic roadmap. It does not include manual implementation unless stated.

4.2.2. GEO Retainers: Implementation of structural semantic telemetry 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.

4.2.3. No Absolute Guarantee: Foundational LLMs (Google AI Overviews, Perplexity) change their neural weights continuously. While we guarantee algorithmic compliance, we cannot guarantee specific ranking positions.

4.3. Performance Acquisition (PPC)

We engineer highly-targeted B2B and B2C acquisition funnels on advertising networks.

4.3.1. Media Capital: You are responsible for paying the media costs (Ad Spend) directly to the ad platform via your own billing method. Our fees cover the engineering and management of the telemetry.

4.4. Digital Infrastructure Management

This service provides mandatory ongoing security, DSPT compliance, and latency mitigation for your asset. By subscribing, you agree to the following:

• Third-Party Hosting Liability: If you elect to host your asset on third-party shared hosting (bypassing Daryo89’s Sovereign Stack), we are not liable for server-side latency (TTFB), downtime, or security breaches.
• 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 algorithmic updates, Cloudflare WAF protection, and encrypted daily backups. It does not cover new architectural feature builds unless you are on the “Authority Management” or “Enterprise Telemetry” tier.

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 is not liable for structural failures caused by Client or third-party interference.

6. FEES AND PAYMENT PROTOCOLS

6.1. Deployment Billing

Unless stated otherwise in the formal Proposal:

• Mandatory Audit: The £495 Liability Audit must be settled prior to strategic assessment. This is credited toward the final build if a 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 GEO 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, exposing the asset to potential vulnerabilities.

6.3. Scope Creep

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

7. CANCELLATION AND TERMINATION

7.1. Deployments: Deposits are non-refundable once engineering has commenced. You are liable 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 avoid this risk entirely, Clients are advised to settle enterprise invoices via Direct Bank Transfer (BACS).

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) 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.

9. THIRD-PARTY DEPENDENCIES

We are not liable for changes to the Terms of Service, algorithm updates, or API failures of third-party platforms (Google, Meta, Stripe) interacting with your sovereign asset.

10. WARRANTIES AND CORPORATE LIABILITY

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

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

11. DATA PROTECTION & CLINICAL GOVERNANCE (DSPT)

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).

12. GENERAL

12.1. Force Majeure: We shall not be liable 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.

13. SUPPORT & AVAILABILITY

13.1. Standard Engineering Hours: Monday to Friday, 09:00 to 17:00 (UK Time).

13.2. Emergency Threat Mitigation: Critical support requested outside standard hours by non-retainer clients incurs an Emergency Diagnostic Fee of £250/hr.

14. CONTACT

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

15. PROFESSIONAL INSURANCE (AXA)

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