Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Agreement" means these Terms and Conditions together with any engagement letter or statement of work
• "Services" means AI consulting services including system architecture, federated learning consultation, and performance optimisation
• "Client" means the individual or organisation engaging Orbisync for consulting services
• "Deliverables" means documentation, architecture designs, and other work products specified in the engagement scope
• "Confidential Information" means non-public technical, business, or financial information disclosed during the engagement

2. Acceptance of Terms

By engaging Orbisync's consulting services, submitting an inquiry, or accessing our website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, you may not use our services or website.

These terms apply to all users, visitors, clients, and others who access or use our services. Organisations must ensure that individuals accepting these terms on their behalf have authority to bind the organisation to this Agreement.

3. Service Description

Orbisync provides technical consulting services in artificial intelligence system design and optimisation:

• AI System Architecture: Design of AI infrastructure, data pipelines, model serving, and monitoring systems
• Federated Learning Consultation: Advisory and design services for privacy-preserving distributed machine learning
• Performance Optimisation: Analysis and improvement of existing AI model efficiency and resource utilisation

Specific engagement scope, deliverables, timeline, and fees are detailed in separate engagement letters or statements of work. Service availability is subject to team capacity and technical feasibility assessment.

4. Engagement Process

Consulting engagements typically follow this process:

1. Discovery Call: Initial technical discussion to understand requirements and assess feasibility
2. Scope Definition: Preparation of engagement letter detailing objectives, methodology, timeline, deliverables, and fees
3. Agreement Execution: Client review and acceptance of engagement terms
4. Service Delivery: Execution of consulting work according to agreed scope and timeline
5. Deliverable Review: Client review period for final deliverables and feedback incorporation
6. Engagement Closure: Final documentation handoff and knowledge transfer sessions

5. Client Responsibilities

Clients agree to:

• Provide accurate and complete information necessary for service delivery
• Designate authorised personnel for technical discussions and approvals
• Respond to information requests and review deliverables within agreed timeframes
• Maintain confidentiality of proprietary methodologies and technical approaches shared during engagement
• Ensure appropriate legal authority to share technical information and system details
• Comply with payment terms specified in the engagement agreement

6. Fees and Payment

Consulting fees are specified in the engagement letter or statement of work. Standard payment terms:

• Fees quoted in Singapore Dollars (SGD) unless otherwise specified
• Payment schedule based on engagement milestones or phases
• Invoices payable within 30 days of issuance
• Late payments subject to interest charges at 1.5% per month
• Out-of-scope work requires written approval and may incur additional fees

All fees are exclusive of applicable taxes unless stated otherwise. Clients are responsible for all taxes, duties, or government charges associated with the engagement.

7. Intellectual Property Rights

Client IP: All client data, technical specifications, and business information remain the property of the Client.

Deliverables: Upon full payment, Client receives a non-exclusive, perpetual license to use deliverables for internal business purposes. Orbisync retains ownership of methodologies, tools, templates, and general consulting approaches.

Pre-existing IP: Each party retains ownership of intellectual property existing prior to the engagement. Orbisync's proprietary methodologies, frameworks, and consulting approaches remain its property.

Third-party IP: Any third-party tools, frameworks, or technologies recommended or incorporated are subject to their respective license terms.

8. Confidentiality

Both parties agree to maintain confidentiality of information disclosed during the engagement:

• Confidential Information shall not be disclosed to third parties without prior written consent
• Information shall be used solely for purposes of the engagement
• Confidentiality obligations survive for 5 years after engagement completion
• Standard exceptions apply for publicly available information, independently developed information, and legally required disclosures

Comprehensive non-disclosure agreements may be executed separately for engagements involving highly sensitive technical or business information.

9. Disclaimers and Limitations

Advisory Nature: Services constitute technical consulting and advisory guidance. Orbisync does not implement systems, develop code, or manage infrastructure unless explicitly included in engagement scope.

No Guarantees: While we apply industry best practices and technical expertise, we cannot provide outcomes-based commitments regarding specific performance improvements, cost reductions, or business results.

Client Responsibility: Implementation of architectural recommendations and realisation of performance improvements depend on Client's execution, infrastructure quality, and operational practices.

Third-party Tools: Recommendations may include third-party technologies. Orbisync is not responsible for third-party service availability, pricing changes, or license compliance.

10. Limitation of Liability

To the maximum extent permitted by law:

• Orbisync's total liability for any claims arising from an engagement shall not exceed the fees paid for that specific engagement
• Orbisync shall not be liable for indirect, incidental, consequential, or special damages including lost profits or business opportunities
• Limitations apply regardless of legal theory (contract, tort, negligence, or otherwise)
• Nothing in these terms excludes liability for fraud, wilful misconduct, or matters that cannot be excluded under Singapore law

11. Termination

Either party may terminate an engagement under the following conditions:

• For Convenience: With 14 days written notice. Client remains liable for fees accrued through termination date
• For Cause: Immediately upon material breach that remains uncured for 7 days after written notice
• For Non-payment: Orbisync may suspend services if payment is 30 days overdue

Upon termination, Orbisync will provide work-in-progress deliverables in their current state. Client remains obligated for all fees earned through the termination date. Confidentiality obligations and intellectual property provisions survive termination.

12. Governing Law and Dispute Resolution

These Terms and Conditions are governed by the laws of Singapore, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute Resolution Process:

1. Parties shall first attempt to resolve disputes through good-faith negotiation
2. If unresolved within 30 days, disputes may be referred to mediation in Singapore
3. Either party may commence legal proceedings in Singapore courts if mediation is unsuccessful or inappropriate

Both parties irrevocably submit to the exclusive jurisdiction of the Singapore courts for resolution of disputes arising from these terms or any engagement.

13. General Provisions

Entire Agreement: These terms, together with any engagement letter or statement of work, constitute the entire agreement between parties and supersede all prior discussions or agreements.

Amendments: Modifications to these terms must be in writing and signed by authorised representatives of both parties. We reserve the right to update these general terms with notice to active clients.

Severability: If any provision is found invalid or unenforceable, remaining provisions continue in full effect.

Assignment: Client may not assign this agreement without Orbisync's prior written consent. Orbisync may assign to affiliated entities or in connection with business restructuring.

Force Majeure: Neither party shall be liable for delays or failures due to circumstances beyond reasonable control including natural disasters, pandemics, government actions, or infrastructure failures.

14. Contact Information

For questions regarding these Terms and Conditions or to discuss engagement terms: