Introduction

These Terms and Conditions ("Terms") govern the provision of inspection, testing, certification, and related services ("Services") provided by ORB to its clients ("Client"). By engaging ORB's Services, the Client agrees to be bound by these Terms. These Terms supersede any conflicting provisions in any other agreements unless explicitly agreed otherwise.

Definitions

• Client: The party requesting the Services from ORB.
• Services: Any inspection, testing, certification, verification, or other similar services provided by ORB.
• Deliverables: Any reports, certificates, or other documents that result from the Services provided.
• Specifications: Documented standards or criteria agreed upon by the Client and ORB.
• Third Parties: Any other parties that might be involved in the supply chain or service provision.

Scope of Services

ORB provides Services as agreed between the Client and ORB, in accordance with industry standards and any specific requirements set forth in written contracts or work orders. Any additional or specialized Services must be mutually agreed upon in writing.

Performance of Services

• Location: Services may be performed at ORB facilities, the Client's premises, or any location agreed upon by both parties.
• Subcontracting: ORB reserves the right to subcontract any portion of the Services to qualified third-party contractors, provided that they adhere to the same standards of care.
• Timelines: ORB will strive to meet agreed timelines, but unless explicitly guaranteed, delivery times are estimates.

Obligations of the Client

• Information and Access: The Client must provide ORB with all relevant information, access to premises, and necessary documentation to enable the performance of Services.
• Compliance: The Client is responsible for ensuring that facilities and equipment comply with all relevant safety regulations and standards.
• Samples: If required, the Client must provide any necessary samples and ensure they are in suitable condition for testing.

Deliverables

• Reporting: ORB will provide Deliverables in the form of reports or certificates based on the Services conducted. These documents will be based on the results available at the time and will reflect the Services performed according to best practices.
• Accuracy: ORB strives to ensure accuracy in its Deliverables. However, ORB does not guarantee that the results will be free of errors unless otherwise stated in writing.

Payment Terms

• Fees: The Client will pay fees as agreed in the relevant contract. Any adjustments or additional services may incur extra charges.
• Invoices and Payments: Payments are due within thirty (30) days of invoice issuance unless otherwise specified. Late payments may result in interest charges.
• Disputed Payments: Any disputes regarding invoiced amounts must be raised within ten (10) days of the invoice date. The undisputed portion must be paid in full.

Liability and Limitation of Liability

• Liability: ORB will exercise reasonable care in the performance of its Services. However, ORB’s liability is limited to the fees paid for the specific Services in question.
• Limitation: ORB is not liable for any indirect, consequential, or incidental damages arising from the Services provided.
• Force majeure: is not liable for delays or failure to perform Services due to causes beyond its control, such as natural disasters, war, or government actions.

Force Majeure

Neither ORB nor the Client shall be liable for any delay or failure in performance due to events beyond their control, such as acts of God, war, strikes, pandemics, or changes in laws. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the agreement by giving ten (10) days' written notice.

Intellectual Property

• Ownership: ORB retains all intellectual property rights in any methodologies, procedures, processes, and systems used during the Services. The Client is granted a limited, non-transferable right to use the Deliverables for internal purposes.
• No Use of ORB’s Name: The Client may not use ORB’s name or logo in any marketing or promotional material without prior written consent.

Confidentiality

Both ORB and the Client agree to maintain the confidentiality of any proprietary or confidential information obtained during the provision of Services. This confidentiality obligation extends for five (5) years following the conclusion of the agreement, except where disclosure is required by law.

Compliance with Laws and Regulations

ORB and the Client shall comply with all applicable laws, regulations, and standards, including those related to environmental protection, health, safety, and labor.

Termination

Either party may terminate the agreement by providing thirty (30) days’ written notice. ORB may also terminate the agreement immediately if the Client fails to make timely payment, becomes insolvent, or breaches other material terms. Upon termination, the Client will be responsible for paying for all Services rendered up to the date of termination.

Dispute Resolution

• Governing Law: These Terms are governed by and construed in accordance with the laws of England and Wales.
• Arbitration: Any disputes arising out of or in connection with these Terms shall be resolved through arbitration under the rules of the International Chamber of Commerce (ICC) in London.

Sustainability and ESG Compliance

ORB is committed to sustainable practices and adherence to environmental, social, and governance (ESG) standards. The Client agrees to cooperate in minimizing environmental impacts during the performance of Services.