DarkoniX Terms of Service

1. Agreement and acceptance
These Terms of Service apply to all services provided by DarkoniX Limited.
A binding agreement is formed when a client confirms acceptance of a Statement of Work issued by DarkoniX, including acceptance by email.
The Statement of Work and these Terms of Service together form the full agreement between DarkoniX and the client.

2. Cancellation and refunds
Cancellation terms apply once a Statement of Work has been accepted.
Acceptance of the Statement of Work authorises DarkoniX to commence the engagement. Fees are payable in full once the Statement of Work has been accepted and no refunds are provided. Any credit or remedy is offered at the sole discretion of DarkoniX where delivery has materially failed to align with the agreed Statement of Work.

3. Payment terms
Invoices are issued upon acceptance of the Statement of Work.
Payment is due within thirty days of the invoice date.
Late payments may incur interest at eight percent per annum above the Bank of England base rate, calculated daily from the due date until payment is received.
DarkoniX reserves the right to suspend delivery where invoices remain unpaid.

4. Service limitations and no guarantee
DarkoniX services are non-intrusive, external, and point intime assessments.
Services do not include internal testing, continuous monitoring, remediation, incident response, or compliance certification unless explicitly stated in writing.
DarkoniX does not guarantee that systems will not be compromised, breached, or misused following an assessment.
Findings represent observable conditions at the time of assessment only and may change over time.

5. Responsibility for remediation and risk management
Clients retain full responsibility for:
• Security controls and system configuration
• Remediation decisions and implementation
• Ongoing risk management and monitoring
• Incident management and reporting
DarkoniX provides independent assessment findings and recommendations to support organisational decision making. Responsibility for security operations and risk management remains with the client.

6. Liability and indemnity
To the maximum extent permitted by law:
DarkoniX total liability is limited to the fees paid for the relevant engagement.
DarkoniX is not liable for indirect, consequential, or incidental losses.
The client indemnifies DarkoniX against claims arising from the client’s use of assessment outputs or failure to act on findings.
Nothing in these Terms excludes liability for death or personal injury caused by negligence.

7. Confidentiality
All assessment outputs, findings, and client specific information are confidential.
DarkoniX will not disclose client findings to third parties without written consent.
Clients may use assessment outputs internally for operational, technical, and leadership purposes.
Clients may reference that an independent external assessment has been commissioned without disclosing specific findings.

8. Data protection
For the purposes of UK GDPR:
The client acts as data controller.
DarkoniX acts as data processor for the duration of the engagement.
DarkoniX processes only data necessary to deliver the agreed services and applies appropriate technical and organisational safeguards.
Assessment data is retained for up to twelve months unless otherwise agreed in writing.
A data processing agreement is available on request.

9. Risk and sensitive findings
Any findings that indicate elevated security risk or potential exposure will be communicated appropriately and with discretion.
Clients retain full responsibility for risk decisions, escalation, and any required actions following delivery of findings.

10. Intellectual property
All assessment materials remain the intellectual property of DarkoniX.
Clients are granted a non-transferable licence to use and share assessment outputs internally within their organisation for operational, technical, and decision making purposes.
Clients may share assessment outputs, or extracts from them, with regulators, insurers, auditors, or professional partners where this supports assurance or improvement, provided materials are not altered, publicly published, or represented as endorsements.
Assessment materials may not be resold, commercially exploited, or publicly republished without prior written permission from DarkoniX.

11. Governing law
These Terms of Service and all related agreements are governed by the laws of England and Wales.
Any disputes will first be addressed through good faith discussion. If unresolved, disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.