Last updated: 1st December 2025

1. Definitions
   1. “Agreement” means these Terms & Conditions together with any Proposal, Statement of Work, quotation, or other document expressly incorporated by reference.
   2. “Client” means the organisation or individual purchasing Services from Orbital Bridge.
   3. “Deliverables” means all materials, reports, analyses, data, presentations, recommendations, or other outputs produced by Orbital Bridge for the Client.
   4. “Fees” means the fees payable for the Services as set out in the Proposal or agreed in writing.
   5. “Intellectual Property Rights” or IPR means all proprietary rights including copyright, database rights, design rights, trademarks, patents, know-how, and trade secrets.
   6. “Services” means the consultancy, advisory, research, analysis, strategy, facilitation, programme design, or other professional services that Orbital Bridge agrees to provide to the Client.
   7. “Orbital Bridge” means Orbital Bridge Ltd (or the trading entity responsible for delivering the Services).
2. Basis of Contract
   1. The Agreement comes into force when the Client accepts a Proposal or otherwise instructs Orbital Bridge to begin work.
   2. These Terms apply to all Services unless expressly superseded in writing.
   3. Any terms proposed by the Client shall only apply if explicitly accepted in writing by Orbital Bridge.
3. Services
   1. Orbital Bridge shall provide the Services with reasonable skill, care, and diligence consistent with industry standards.
   2. The scope of the Services shall be as set out in the Proposal or Statement of Work. Any changes to scope must be agreed in writing.
   3. Orbital Bridge may assign suitably qualified personnel or subcontractors to perform the Services, remaining responsible for their performance.
4. Client Responsibilities
   1. The Client shall provide timely access to information, personnel, systems, and stakeholders required to deliver the Services.
   2. The Client warrants that any information it provides is accurate, lawful to share, and not subject to third-party restrictions.
   3. The Client acknowledges that the quality and timeliness of Deliverables depend on the Client’s cooperation and provision of relevant inputs.
5. Fees and Payment
   1. Fees and expenses are set out in the Proposal. Unless otherwise stated, all amounts exclude VAT.
   2. Invoices are payable within 30 days of the invoice date.
   3. Orbital Bridge may suspend work if invoices remain unpaid after the due date.
   4. Reasonable travel, accommodation, subsistence, and third-party costs incurred in delivering the Services will be recharged to the Client unless otherwise agreed.
   5. Where work is undertaken on a time-and-materials basis, fees shall be calculated using the applicable daily or hourly rates.
6. Changes and Delays
   1. If the Client requests material changes to scope, schedule, or deliverables, Orbital Bridge may adjust Fees, timelines, and resource allocations.
   2. If the Services are delayed due to Client actions, omissions, or failure to provide required inputs, Orbital Bridge may charge for additional time or costs incurred.
7. Intellectual Property
   1. Pre-existing IPR: Each party retains ownership of any Intellectual Property Rights it held prior to the Agreement.
   2. IPR Created Under the Agreement:
      1. Orbital Bridge retains ownership of methodologies, frameworks, templates, tools, processes, know-how, and working materials used or developed in connection with the Services.
      2. Orbital Bridge grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client’s internal business purposes.
   3. The Client shall not commercialise, sublicense, or distribute Deliverables without Orbital Bridge’s prior written consent.
8. Confidentiality
   1. Both parties shall keep confidential all information disclosed to them that is reasonably understood to be confidential.
   2. Confidentiality obligations do not apply to information that:
      1. (a) is already public;
      2. (b) was independently developed without reference to the confidential information;
      3. (c) must be disclosed by law or regulatory requirement.
   3. These obligations continue for five years after the end of the Agreement.
9. Data protection
   1. Each party shall comply with all applicable data protection legislation, including the UK GDPR and the EU GDPR.
   2. Where Orbital Bridge processes personal data on behalf of the Client, a separate Data Processing Addendum shall apply.
10. Liability
    1. 10.1 Orbital Bridge shall not be liable for:
       1. (a) indirect, consequential, or special losses;
       2. (b) loss of profit, revenue, business, contracts, opportunity, or goodwill;
       3. (c) decisions taken by the Client based on the Deliverables.
    2. Orbital Bridge’s total aggregate liability under the Agreement shall not exceed the total Fees paid in the 12 months preceding the claim.
    3. Nothing in these Terms excludes liability for death, personal injury, fraud, or any liability which cannot legally be limited.
11. Warranties and Disclaimers
    1. Orbital Bridge provides strategic advice and analytical outputs; the Client acknowledges that such advice may involve assumptions, projections, or external factors outside Orbital Bridge’s control.
    2. Orbital Bridge does not guarantee specific commercial, financial, innovation, or regulatory outcomes.
12. Term and Termination
    1. The Agreement continues until completion of the Services unless terminated earlier.
    2. Either party may terminate the Agreement with 30 days’ written notice.
    3. Either party may terminate immediately if the other:
       1. (a) commits a material breach and fails to remedy it within 14 days;
       2. (b) becomes insolvent or ceases business.
    4. Upon termination:
       1. (a) the Client shall pay for all Services performed up to the termination date;
       2. (b) each party shall return or destroy confidential information on request.
13. Force Majeure
    1. Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control.
    2. The affected party shall notify the other and use reasonable endeavours to mitigate the impact.
14. Publicity and Attribution
    1. Orbital Bridge may reference the existence of the engagement (but not confidential details) in its marketing materials unless the Client objects in writing.
    2. Orbital Bridge shall seek written approval before publishing case studies or using Client logos.
15. Non-Solicitation
    1. Neither party shall solicit for employment any personnel directly involved in the Services for six months following completion, without the other party’s written consent.
16. Governing Law and Jurisdiction
    1. The Agreement is governed by the laws of England and Wales.
    2. Disputes shall be subject to the exclusive jurisdiction of the English courts.
17. Entire Agreement
    1. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings relating to the Services.
    2. Any variations must be made in writing and signed by both parties.
18. Notices
    1. Notices must be sent to the addresses specified in the Proposal or otherwise communicated in writing.
    2. Notices may be delivered by email, recorded post, or courier.