Legal
Terms and Conditions
Effective date: 8 September 2026  ·  Last updated: 8 September 2026
These terms govern your use of ionio.ai and the content, tools and materials we publish on it, and they set the baseline terms that apply to our consulting and development services unless a signed agreement says otherwise.

01Agreement to these terms
By accessing ionio.ai, submitting a form, booking a call, downloading a resource, or otherwise engaging with us, you agree to these terms. If you do not agree, do not use the site or our services.
If you are entering into these terms on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity, and "you" refers to that entity.
02Definitions
  • "Ionio", "we", "us", "our" — the entity described in section 22, and its personnel and authorised contractors.
  • "Site" — ionio.ai, its subdomains, and any page, resource or tool we publish on them.
  • "Services" — the consulting, research, design, engineering, deployment, training and support work we perform for a client.
  • "Engagement Agreement" — a signed proposal, statement of work, master services agreement, order form or similar document governing a specific piece of work.
  • "Deliverables" — the software, documentation, models, prompts, designs, reports and other materials we deliver under an Engagement Agreement.
  • "Client Materials" — data, content, systems access, credentials and other materials a client provides so we can perform the Services.
03Eligibility and authority
The Site and the Services are intended for business use by people aged 18 or over. You agree that any information you give us is accurate and current, and that you will keep it up to date. You are responsible for anything done under your account or through credentials you control.
04Our services
Ionio provides AI consulting and transformation services. Depending on the engagement, this can include opportunity discovery and strategy, technical architecture, custom software and AI system development, integration into existing systems, deployment, enablement and training, and ongoing support.
The Site itself is informational. Nothing on it is an offer capable of acceptance, and publishing a case study, research paper, capability or price indication does not commit us to provide any specific service. A binding relationship arises only when both parties sign an Engagement Agreement.
We may modify, suspend or discontinue any part of the Site at any time without notice.
05Order of precedence
If there is a conflict between documents, the following order applies, from highest to lowest: (1) a signed master services agreement or non-disclosure agreement; (2) a signed statement of work, proposal or order form; (3) these terms; (4) any other material published on the Site.
These terms fill gaps rather than override negotiated commercial agreements.
06Proposals, fees and payment
  • Validity — proposals and quotes are valid for 30 days from issue unless stated otherwise, and are based on the scope and assumptions recorded in them.
  • Fees — fees, payment schedule and currency are set out in the Engagement Agreement. Unless stated otherwise, fees exclude taxes, duties and third-party costs such as cloud, model, licence and API charges.
  • Invoicing — invoices are payable within the period stated on the invoice, and by default within 15 days of the invoice date.
  • Late payment — we may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law, and may suspend work and access to Deliverables while an invoice remains unpaid.
  • Change of scope — work outside the agreed scope is quoted and agreed in writing before it begins.
  • Non-refundable — amounts paid for work already performed are non-refundable, except where required by law or expressly agreed.
07Client responsibilities
Delivery depends on inputs only the client can provide. You agree to:
  • provide timely, accurate and complete Client Materials, systems access and decisions;
  • nominate a decision-maker with authority to approve scope, designs and releases;
  • hold all rights, consents and permissions necessary for us to use the Client Materials for the Services;
  • maintain your own backups and security for systems we integrate with;
  • review and test Deliverables before relying on them in production.
Delays caused by missing inputs, access or approvals may shift timelines and, where they cause standing time, may affect fees.
08Acceptable use of the website
You agree not to:
  • use the Site for any unlawful purpose or in breach of any applicable regulation;
  • scrape, crawl, harvest or otherwise extract content or data at scale, or use automated means to overload the Site;
  • attempt to gain unauthorised access to any part of the Site, its servers, or any connected system;
  • introduce malware, conduct penetration testing without written permission, or interfere with the Site's operation;
  • copy, republish, resell or create derivative works from our content beyond ordinary fair use with attribution;
  • impersonate Ionio or misrepresent your affiliation with us;
  • use contact forms or details for unsolicited marketing.
We may restrict or block access where we reasonably believe these rules have been broken.
09Intellectual property
Our intellectual property
The Site and all content on it, including text, research, white papers, case studies, graphics, code, design and the Ionio name and marks, are owned by us or our licensors and protected by intellectual property laws. Nothing on the Site transfers any right to you except the limited right to view and use it for your own internal business purposes.
Client Materials
Client Materials remain the property of the client. The client grants us a non-exclusive, royalty-free licence to use them solely to perform the Services for the duration of the engagement.
Deliverables
Unless the Engagement Agreement says otherwise, ownership of custom Deliverables transfers to the client on full payment of all amounts due for the work in question.
Background intellectual property
We retain ownership of everything we bring to an engagement or develop independently of it, including our methods, frameworks, internal tooling, libraries, templates, architectural patterns and general know-how. Where any of this is embedded in a Deliverable, the client receives a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that Deliverable.
Feedback
If you send us suggestions or feedback, we may use them without restriction or obligation to you.
10Confidentiality
Each party will keep the other's confidential information in confidence, use it only for the purposes of the engagement, and protect it with at least the same care it applies to its own confidential information. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law, provided reasonable notice is given where permitted.
Where a separate non-disclosure agreement is in place, that agreement governs.
11AI outputs and no professional advice
Our work involves probabilistic AI systems, including large language models. These systems can produce output that is inaccurate, incomplete, biased or unsuitable for a given purpose, and identical inputs can produce different outputs. We design, test and evaluate for reliability, but we cannot guarantee that any AI system will be error-free or produce a specific result.
You are responsible for reviewing AI output before relying on it, and for maintaining human oversight in any process where an error would cause harm, legal exposure or material loss.
No professional advice. Content on the Site and materials produced in an engagement are provided for business information purposes only. They do not constitute legal, financial, medical, regulatory or other professional advice, and should not be relied on as a substitute for advice from a qualified professional in the relevant jurisdiction.
12Third-party services
Our work commonly depends on third-party platforms, model providers, cloud infrastructure and APIs. Those services are governed by their own terms, pricing and availability, which can change without notice to us. We are not responsible for their acts, omissions, outages, price changes, model deprecations or policy changes, and any resulting rework is treated as a change of scope.
Links on the Site to third-party sites are provided for convenience and do not imply endorsement.
13Warranties and disclaimers
We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel, and in a professional manner consistent with industry standards.
Except for that warranty and any warranty expressly stated in an Engagement Agreement, the Site, its content and the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. We do not warrant any specific business, commercial or financial outcome.
14Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill or business interruption, whether in contract, tort or otherwise, even if advised of the possibility.
Our total aggregate liability arising out of or relating to the Services is limited to the total fees paid by the client to us under the relevant Engagement Agreement in the 12 months preceding the event giving rise to the claim. For use of the Site where no fees have been paid, our total aggregate liability is limited to USD 100.
Nothing in these terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.
15Indemnification
You agree to indemnify and hold us harmless from claims, damages, liabilities and reasonable costs arising from your breach of these terms, your misuse of the Site, your Client Materials infringing a third party's rights, or your use of Deliverables in a manner or for a purpose not contemplated by the Engagement Agreement.
16Term and termination
These terms apply for as long as you use the Site. Engagements run for the term set out in the Engagement Agreement.
  • Termination for convenience — where the Engagement Agreement permits it, on the notice period stated in that agreement.
  • Termination for cause — by either party on written notice if the other commits a material breach that is not cured within 30 days of notice, or becomes insolvent.
  • Effect — on termination, the client pays for all work performed and costs committed up to the effective date, and each party returns or destroys the other's confidential information on request.
  • Survival — sections on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law survive termination.
17Publicity and references
We will not name a client or describe an engagement publicly without prior written consent, other than in anonymised form that does not identify the client. Where consent is given, it may be withdrawn on reasonable notice for future use.
18Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, government action, labour disputes, failures of internet or power infrastructure, and outages or discontinuation of essential third-party platforms. The affected party will notify the other promptly and use reasonable efforts to resume performance.
19Governing law and disputes
These terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. The state and federal courts located in the State of Delaware have exclusive jurisdiction, and both parties submit to that jurisdiction.
Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for a period of 30 days. Where an Engagement Agreement specifies a different governing law, venue or dispute mechanism, that agreement prevails.
20General provisions
  • Assignment — neither party may assign these terms without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets.
  • Independent contractors — nothing here creates a partnership, joint venture, agency or employment relationship.
  • Severability — if a provision is held unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed to make it enforceable.
  • Waiver — failure to enforce a provision is not a waiver of the right to enforce it later.
  • Notices — notices to us should be sent in writing to the address in section 22 and are effective on receipt.
  • Entire agreement — these terms, together with any Engagement Agreement, are the entire agreement between the parties on their subject matter and supersede prior discussions.
  • No third-party rights — these terms do not create rights for anyone other than the parties.
21Changes to these terms
We may update these terms from time to time. The effective date at the top of this page shows the current version. Changes apply from the date they are posted and do not retroactively alter the terms of a signed Engagement Agreement. Continued use of the Site after an update means you accept the revised terms.
22Contact
Questions about these terms can be sent to the address below, or raised through the contact form on our website.
Contact
EntityIonio
Address2055 Limestone Rd, STE 200C, Wilmington, DE 19808, United States