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
Safeguarding actions and incident reporting
DarkoniX provides information to support leadership oversight and governance decision making only.

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 governance, leadership, and operational 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. Safeguarding
Any findings that indicate potential safeguarding risks are handled with discretion and communicated appropriately.
Clients retain full responsibility for safeguarding decisions, escalation, and statutory reporting.

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 or multi academy trust for governance, leadership, safeguarding, and improvement purposes.
Clients may share assessment outputs, or extracts from them, with other schools, trusts, regulators, or professional partners where this supports learning, assurance, or improvement, provided the 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.