General terms and conditions

These terms apply to all offers, proposals and agreements of Orvium Development & Solutions LLC, Marasi Drive, Business Bay, Ubora Tower, Dubai, United Arab Emirates, registered under number [registration] ("Orvium"), with business clients ("Client"), wherever the Client is located.

1. Definitions

• Services: the services Orvium provides, including Flex, Bridge, Pod and Launch, Orvium CX services, consultancy and software development.
• Engineer: a professional made available or deployed by Orvium, whether employed or contracted by Orvium.
• Deliverables: software, designs, documents and other results Orvium creates for the Client under an Agreement.
• Agreement: the agreement between Orvium and the Client, consisting of the signed proposal, order or statement of work and these terms.

2. Applicability

2.1 These terms apply exclusively to business clients. Purchasing or other terms of the Client do not apply unless Orvium accepts them in writing. 2.2 If a proposal or statement of work deviates from these terms, the proposal or statement of work prevails.

3. Proposals and formation

3.1 Proposals are valid for 30 days unless stated otherwise and are based on the information provided by the Client. 3.2 An Agreement is formed when the Client signs or confirms a proposal in writing (including by email), or when Orvium starts the Services at the Client's request.

4. Engagement models

4.1 Flex and Bridge (team extension): Orvium makes Engineers available who work under the day-to-day direction of the Client, within the Client's processes and tools. Orvium is responsible for selection, employment and payment of the Engineers. The Client is responsible for the direction of the work and its results. 4.2 Pod and Launch (delivery): Orvium delivers the Services or Deliverables described in the statement of work. Unless a fixed result is expressly agreed, Orvium performs the Services on a best-efforts basis. 4.3 Orvium CX services and consultancy are provided on a best-efforts basis as described in the proposal.

5. Engineers

5.1 Orvium selects Engineers carefully based on the profile agreed with the Client. 5.2 If an Engineer is unavailable for a longer period, leaves Orvium, or does not meet the agreed profile in the Client's reasonable opinion, Orvium will propose a replacement within 10 working days. 5.3 Engineers work according to the working hours and public holidays of their country of residence, unless agreed otherwise.

6. Obligations of the Client

6.1 The Client provides in good time the information, access, accounts, tools and cooperation needed to perform the Services. 6.2 Delays caused by the Client not meeting these obligations may lead to changed planning and additional costs.

7. Acceptance (Pod and Launch)

7.1 The Client tests Deliverables within 10 working days after delivery and reports any defects in writing. 7.2 Deliverables are deemed accepted when the Client does not report defects within that period or puts them into use. Minor defects that do not prevent use do not stand in the way of acceptance; Orvium will correct them.

8. Fees and payment

8.1 Fees are stated in the proposal, excluding VAT and other taxes. Time-based Services are invoiced monthly on the basis of the hours or days worked; fixed-price Services according to the agreed milestones. 8.2 Invoices are payable within 30 days of the invoice date. If payment is late, Orvium may charge statutory interest and suspend the Services after written notice. 8.3 Orvium may adjust fees once per calendar year, announced at least 30 days in advance.

9. Non-solicitation

9.1 During the Agreement and for 12 months after an Engineer's last deployment for the Client, the Client will not employ or hire that Engineer, directly or through a third party, without Orvium's written consent. 9.2 If the Client breaches this article, it owes Orvium an immediately payable fee equal to six months of the fees last invoiced for that Engineer.

10. Intellectual property

10.1 The intellectual property rights in Deliverables made specifically for the Client transfer to the Client upon full payment of the related invoices. 10.2 Orvium retains the rights to pre-existing materials, generic tools, components and know-how, and grants the Client a perpetual, non-exclusive licence to use them as part of the Deliverables. 10.3 Open-source software included in Deliverables is subject to its own licence terms.

11. Confidentiality

Both parties keep confidential all information of the other party that is marked as confidential or should reasonably be understood to be confidential, and use it only for the Agreement. This obligation continues for 3 years after the end of the Agreement. Engineers are bound by the same confidentiality.

12. Data protection

If Orvium processes personal data on behalf of the Client, the parties conclude a data processing agreement. Each party complies with the data protection laws that apply to it.

13. Liability

13.1 Orvium's liability is limited to direct damage and to the amount of the fees invoiced under the Agreement in the 6 months before the event causing the damage, with a maximum of the amount paid out by Orvium's insurer, if any. 13.2 Orvium is not liable for indirect damage, including lost profit, lost savings, loss of data or business interruption. 13.3 These limitations do not apply in case of intent or gross negligence of Orvium's management. 13.4 For Flex and Bridge, the Client directs the work; Orvium is not liable for the results of work performed under the Client's direction.

14. Force majeure

Neither party is liable for failure to perform caused by circumstances beyond its reasonable control. If force majeure lasts longer than 60 days, either party may terminate the affected part of the Agreement in writing.

15. Term and termination

15.1 Flex and Bridge Agreements run for an indefinite period unless agreed otherwise and can be terminated by either party with one month's notice per calendar month. 15.2 Pod and Launch Agreements run for the term or scope stated in the statement of work. 15.3 Either party may terminate the Agreement with immediate effect if the other party materially breaches it and does not remedy the breach within 14 days of written notice, or is declared bankrupt. 15.4 Articles 9, 10, 11 and 13 remain in force after termination.

16. Governing law and disputes

16.1 These terms and all Agreements are governed by [governingLaw]. Disputes are submitted exclusively to [courts]. 16.2 For Clients established in Morocco, Agreements are concluded with Orvium's Moroccan branch, Orvium Morocco SARL, [moroccoAddress], registered under number [moroccoRegistration]. For those Agreements, "Orvium" in these terms means that branch, Moroccan law applies, and disputes are submitted to the competent Commercial Court in Morocco.

Version 2026-10-08. Questions: contact@orvium.eu.