Terms and Condition for Services 

PLEASE READ THESE TERMS CAREFULLY. 

USE OF ORBOTIX SERVICES (“SERVICES”), AND THE ORBOTIX WEBSITE HTTPS://ORBOTIX.TECH/ (“WEBSITE”), INCLUDING ANY OF ITS CONTENT, IS CONDITIONAL ON YOUR AGREEMENT TO THESE TERMS. YOU MUST READ, AGREE WITH THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS. BY USING OR VISITING OUR WEBSITE, YOU ARE BOUND TO THESE TERMS AND YOU INDICATE YOUR CONTINUED ACCEPTANCE OF THESE TERMS. 

1. General

Together with the relevant Purchase Order and/or Contract and any other document, plan or specification referred to in the Purchase Order and/or Contract, these Terms and Conditions constitute the entire agreement between the Parties for the Services Delivered, Project realised for the Customer. 
 
In the event of any conflict between the clauses of these Terms and Conditions and the terms of the Purchase Order and/or Contract, the Purchase Order and/or Contract terms shall prevail. 
 
Nothing in these Terms and Conditions, respectively, in the Purchase Order and/or Contract, shall have the effect of considering the ORBOTIX TECHNOLOGIES SRL (hereinafter referred to as “ORBOTIX”) as an employee of the Customer. 

2. Services

ORBOTIX shall perform services as specified under the current state of the art and according to the Customer’s needs. 
 
The Customer shall support ORBOTIX to the extent required, in particular, to provide all required information. 

3. The Project

The ORBOTIX shall carry out and complete the Services, Projects: 

– in accordance with the Purchase Order and/or Contract; 
– with reasonable skills, care and diligence; 
– to the reasonable satisfaction of the Customer 
– (where applicable) using staff or agents with appropriate skills and qualifications. 
 
The ORBOTIX shall not place or cause to be placed any orders with third parties or otherwise incur any liabilities to third parties in the name of the Customer without the prior written consent of the Customer. 

4. Performance

The ORBOTIX shall carry out the Project by the date or in accordance with the timeline set out in the Purchase Order and/or Contract. 
The ORBOTIX shall submit detailed progress reports as the Customer may require from time to time. 
The ORBOTIX shall notify the Customer immediately in case of learning about any event that is likely to delay or impede the Services and Project. 
If the ORBOTIX fails to meet the deadline or dates set out in the Purchase Order and/or Contract or comply with the timeline specified in the Purchase Order and/or Contract, it shall, on the request of the Customer, and without prejudice to the Customers’ other rights and remedies, arrange to provide all such additional resources as are necessary to fulfil its obligations. 

5. Cooperation

ORBOTIX and Customer shall appoint a representative. Both shall promptly make all decisions within their authority or provide all authorisations required without delay. The representatives shall request and provide all required information. ORBOTIX shall contact the representative as frequent as necessary to ensure the proper performance of the mutual obligations. 
 
The Customer agrees to cooperate with our reasonable instructions relating to the performance of Services. 
We shall not be in breach of these Terms for any failure or delay in performance of any of our obligations in respect of the Services or under any Terms of Engagement, arising from or attributable to: 

• Customers’ unreasonable delay or failure to cooperate with our reasonable instructions; or 
• force majeure, which shall include (but not be limited to) events that are unpredictable, unforeseeable, or unavoidable, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, an outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technical issues. 

Suppose Customer fails to cooperate in a timely manner with our reasonable instructions regarding performance of the Services. In that case, we may take reasonable actions to remediate or mitigate the effects of the Customer’s non-cooperation or delay, including (without limitation) rescheduling a programmed deadline, cancelling or suspending the services. 

6. Right of Use

All rights of the developed products, documents and work results arising from the services (uneless otherwise agreed in our contracts) shall acrrue to the Customer with the condition of full payment of the fees. 
 
ORBOTIX shall not be restricted to using the gained know-how and to render similar consultancy services for other customers of ORBOTIX, provided ORBOTIX complies with Section regarding Confidentiality. 

7. Responsibility of users of the website, products, and/or services

Your access to, and all of your use of the Website, Products, and/or Services must be lawful and must be in compliance with these Terms, and any other agreement between you and ORBOTIX. 

When accessing or using the Website, Products, and/or Services, you must behave in a civil and respectful manner at all times. We specifically prohibit any use of the Website, Products, and/or Services, and you agree not to use the Website, for any of the following: 

Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted internet protocol; 

Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it; 

Communicating, transmitting, or posting material that reveals trade secrets, unless you own them or have the permission of the owner; 

Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy or publicity right of another; 

Attempting to interfere in any way with the Website, or our networks or network security, or attempting to use our Website to gain unauthorized access to any other computer system; 

Accessing data not intended for you, or logging on to a server or account, which you are not authorized to access; 

Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt); 

Attempting to interfere or interfering with the operation of the Website, Products, and/or Services, or our provision of Services to any other users of the Website, our hosting provider or our network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website. 

You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. ORBOTIX shall take reasonable precautions to prevent the transmission of harmful content from its technology systems to your technology systems. ORBOTIX disclaims any liability for any harm or damages resulting from your access or use of the Website, Products, and/or Services, or access or use of non-ORBOTIX websites. ORBOTIX has the right (though not the obligation) to 

• refuse or remove any Content that, in ORBOTIX’s reasonable opinion, violates any ORBOTIX policy or is in any way harmful or objectionable, or 
• terminates or denies access to and use of the Website, Products, and/or Services, to any person for any reason, in ORBOTIX’s sole discretion. 

8. Charges and payments

In consideration of the carrying out of the Project(s) by the ORBOTIX, the Customer shall pay the ORBOTIX Fees. 
 
Suppose it is agreed to remunerate ORBOTIX in a time-based form of payment. In that case, working time, travel expenses and incidental expenses shall be paid in accordance with ORBOTIX’s price list valid at the time and according to Purchase Order and/or Contract. ORBOTIX may submit invoices according to Purchase Order and/or Contract. Travel expenses and travel time shall be reimbursed separately even if a fixed price is accepted. Payments shall be due according to Purchase Order and/or ContractDuties, taxes, and levies, including V.A.T. – (if applicable) – shall be paid by the customer on all prices. 
 
Payments shall be due according to Purchase Order and/or ContractDuties, taxes, and levies, including V.A.T. – if applicable – shall be paid by the customer on all prices. 
 
Duties, taxes, and levies, including V.A.T. – if applicable – shall be paid by the customer on all prices. 

9. Confidentiality

The ORBOTIX undertakes to keep secret and not to disclose and to procure its employees, sub-contractors, and agents to keep secret and do not disclose any information of a confidential nature obtained by reason of this Contract. Nothing in this clause applies to information that is already in the public domain or the possession of the ORBOTIX other than by reason of breach of this clause. 
 
ORBOTIX shall keep the Customer’s trade and business secrets confidential as well as all other information designated in writing as confidential. ORBOTIX shall have no obligation with respect to information that is already in its possession, is independently developed or becomes publicly known through no wrongful act of ORBOTIX. 
 
ORBOTIX is not obliged to keep confidential any ideas, concepts, know-how or techniques related to hard- and/or software services. ORBOTIX shall oblige its employees to adhere to the confidentiality obligations. 
 
ORBOTIX may enter the customer’s name into ORBOTIX’s list of Customers, together with a short description of ORBOTIX’s performances. All other references that the customer is ORBOTIX’s customer are subject to the customer’s prior approval. 

10. Intellectual property

The intellectual property rights (including the copyright) in any reports, documentation or materials are hereby assigned to and shall vest in the Customer (unless otherwise agreed within the contract). This condition shall survive the termination of this Contract. 
 
Save where the Service and/or Project uses documentation and materials supplied by the Customer, the ORBOTIX warrants that none of the documentation and materials used or created as part of the Project shall infringe any patent, trademark, registered design, copyright, or other rights in the industrial property of any third party. 
 
As ORBOTIX requires others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyright, you are encouraged to notify ORBOTIX. ORBOTIX will, as it is able, respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In order to bring infringing material to our attention, you must provide us with the following information: 

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; 
• an identification of the copyrighted work and the location on the Website of the allegedly infringing work; 
• a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; 
• your name and contact information, including telephone number and email address; and 
• a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf. 

11. Trademarks

ORBOTIX, the ORBOTIX logo, and all other trademarks, service marks, graphics and logos used in connection with the Website, Products, and Services, are trademarks or registered trademarks of ORBOTIX or ORBOTIX’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website, Products, and Services, may be the trademarks of other third parties in which case such license is for the exclusive benefit and use of us unless otherwise stated, or may be the property of their respective owners. Your use of the Website grants you no right or license to reproduce or otherwise use any ORBOTIX or third party trademarks. Likewise, you grant no right or license to reproduce or otherwise use any of your trademarks, service marks, graphics and/or logos, unless expressly authorized by you. 

12. Notices

Any notice or other form of communication under or pursuant to this Contract must be given in writing. Any form of communication must be sent via the given communication mean and to the address specified in the Purchase Order and/or Contract. 

13. Disputes and meditation

Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute arising out of or in connection with this Contract. 
 
If the Parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator. If the Parties are unable to agree on a Mediator within 30 days of the request by one of the parties to refer the dispute to mediation, they shall seek the court of law competent according to the law. 

14. Waiver

No delay, neglect, or forbearance by either party in enforcing any provision of the Terms of Engagement or these Terms shall be deemed to be a waiver or in any way prejudice any rights of that party. 

15. Right of third parties

Nothing in these Terms and Conditions confers or purports to confer on any third party any right to enforce any of these Terms. 

16. Entire Agreement

Together with the Purchase order or/and Contract, these Terms constitute the entire agreement between ORBOTIX and the Customer in relation to the Services and supersede all previous communications. Each party acknowledges that it has not relied on any commitment, representation, or warranty in entering the Contract, other than those expressly set out in the Purchase order or/and Contract. No amendment or other variation to these Terms initiated by the Customer will be effective unless it is in writing dated and signed by a duly authorised representative of ORBOTIX and the Customer. 
 
If there is any conflict between these Terms and the Terms of Engagement or any in our catalogue or elsewhere, these Terms (as displayed on our website) will prevail.