Legal - Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your relationship with Orthogonal Ltd, a company incorporated in the Isle of Man (“Company”, “we”, “us”, or “our”). By accessing and using our website or services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

These Terms apply to all visitors, users, and others who access or use our services. By using our services, you represent that you are at least 18 years old and have the legal capacity to enter into binding agreements.

2. Services

Orthogonal Ltd provides software development, consulting, and related technology services. Our services include but are not limited to:

• Custom software development
• Web application development
• Mobile application development
• Technical consulting
• Code review and optimization
• System architecture design

3. Client Responsibilities

Clients are responsible for:

• Providing accurate and complete project requirements
• Timely feedback and approval of deliverables
• Payment according to agreed terms
• Providing necessary access to systems and resources
• Maintaining confidentiality of sensitive information

4. Intellectual Property

Upon full payment, clients will own the intellectual property rights to custom code developed specifically for their project. However, we retain rights to:

• General methodologies and know-how
• Reusable code components and libraries
• Pre-existing intellectual property
• Code snippets and templates for future use

5. Payment Terms

Payment terms are specified in individual project agreements. Generally:

• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur a 1.5% monthly service charge
• Work may be suspended for overdue payments exceeding 30 days
• All prices are exclusive of applicable taxes (VAT, customs duties)
• Refunds are subject to specific terms in project agreements
• Disputed invoices must be raised within 14 days of receipt

6. Project Scope and Changes

All projects are subject to agreed scope and specifications. Changes to project scope:

• Must be requested in writing and agreed upon by both parties
• May affect project timelines and costs
• Will be documented in a change order or project amendment
• Additional work beyond original scope will be billed separately

7. Warranties and Disclaimers

We warrant that our services will be performed in a professional manner consistent with industry standards. However:

• We do not warrant that software will be error-free or uninterrupted
• We are not responsible for third-party services or integrations
• All warranties are limited to the warranty period specified in project agreements
• We disclaim all other warranties, express or implied

8. Confidentiality

We are committed to maintaining the confidentiality of your information. We will not disclose any confidential information received from clients to third parties without explicit consent. This includes:

• Technical specifications and business requirements
• Source code and proprietary algorithms
• Business strategies and financial information
• User data and customer information

9. Limitation of Liability

To the fullest extent permitted by law:

• Our total liability shall not exceed the amount paid by the client for the specific project
• We are not liable for indirect, special, incidental, or consequential damages
• We are not responsible for loss of profits, data, or business interruption
• Liability exclusions apply whether based on contract, tort, or any other legal theory

10. Force Majeure

Neither party shall be liable for any delay or failure to perform due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or extreme weather conditions
• War, terrorism, civil unrest, or government actions
• Pandemic, epidemic, or public health emergencies
• Internet or telecommunications failures
• Third-party service provider failures

11. Termination

Either party may terminate services under the following conditions:

• 30 days written notice for convenience
• Immediate termination for material breach if not cured within 14 days
• Immediate termination for insolvency or bankruptcy
• Payment for completed work remains due upon termination
• All confidential information must be returned or destroyed

12. Indemnification

You agree to indemnify, defend, and hold harmless Orthogonal Ltd, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of our services or breach of these Terms
• Content or data you provide that infringes third-party rights
• Your violation of any third-party rights, including intellectual property rights
• Any claim that content you provided caused damage to a third party
• Your violation of any applicable laws or regulations

13. Governing Law and Dispute Resolution

These terms are governed by the laws of the Isle of Man. For dispute resolution:

• Initial disputes should be resolved through good faith negotiation
• Mediation may be pursued before formal legal proceedings
• Final disputes shall be resolved in the courts of the Isle of Man
• The prevailing party may be entitled to reasonable attorney fees

14. Severability

If any provision of these terms is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.

15. Changes to Terms

We reserve the right to modify these terms at any time. Material changes will be communicated to clients via email or through prominent notice on our website. Continued use of our services after changes constitutes acceptance of the new terms.

16. Contact Information

For questions about these terms, please contact us:

Email: legal@orthogonal.im