Terms and Conditions

Software Terms and Conditions

These Terms and Conditions ("Terms") govern the provision of software development consultancy services ("Services") by Orbtronics Ltd. ("Company") to its clients ("Client"). By engaging Orbtronics, the Client agrees to these Terms in their entirety.

Scope of Services

The Company will deliver software development consultancy services as outlined in the signed project proposal between the Company and the Client. Additional services beyond the agreed scope will be subject to separate negotiation and approval.

Pricing and Payment

  • Payment Terms: Pricing and payment schedules must be adhered to as specified in the signed project proposal.
  • Promotional Terms: Clients participating in promotions agree to the specific terms of that promotion in addition to these Terms.
  • Payment Acknowledgment: By making any payment, the Client confirms their acceptance of these Terms.

    • Project Timeline & Delivery

    The Company will strive to meet project deadlines as quoted in the proposal. However, due dates are best estimates and not guarantees. Delays arising from unforeseen circumstances or Client-side factors are not the liability of the Company.

    Additional Development Costs

  • Estimation: Custom software development estimates are based on best-effort projections. If the project exceeds the quoted hours, additional work will be billed at the agreed hourly rate or under a new agreement.
  • Other Additional Costs: Any costs associated with external expertise or resources required beyond our team's skillset will be directly passed on to the client.
  • Approval of Overages: Work exceeding the original scope will not commence without prior Client approval.
  • Taxes: The client is responsible for any applicable taxes, duties, or other government charges imposed on the services provided, in accordance with the relevant tax laws and regulations.

    • Client Responsibilities

  • Content Supply: Clients must supply all necessary content and materials before the project starts.
  • Stock Imagery: Any required stock imagery purchased by the Company will be billed to the Client.
  • Feedback Timeliness: Clients must respond to documentation requests within two (2) business days. Failure to do so may result in project delays proportional to the delay in feedback.
  • Compliance with Project Requirements: Clients must fulfill their obligations promptly to avoid disruption of services or project timelines.

    • Payment Default

    If payments are not made within seven (7) days of the due date, the Company may suspend services. Services will resume only after outstanding payments are settled.

    Cancellation Policy

  • Initial Cancellation: Clients may cancel services within seven (7) days of signing the agreement.
  • Refunds: Refunds are not available for milestones or deliverables that have been approved.
  • Completed Work: No refunds will be issued for completed and delivered work.

    • Intellectual Property

  • Client Ownership: Clients retain ownership of all original content provided by them.
  • Company Ownership: The Company retains rights to custom code, designs, and proprietary software used unless otherwise agreed in writing.

    • Liability and Warranty

  • Limitation of Liability: The Company is not liable for any indirect, incidental, or consequential damages arising from the use of its services.
  • Warranty Disclaimer: Services are provided "as is" without warranty of any kind, either express or implied.

    • Data Protection and Privacy

    The Company will handle personal information in accordance with applicable data protection laws and its internal privacy policies.

    Termination Clause

    The Company reserves the right to terminate the agreement if the Client fails to meet their obligations, including payment delays, failure to provide content, or refusal to approve additional charges for out-of-scope work. Termination due to non-compliance will not entitle the Client to refunds.

    Termination Notice

  • Maintenance Plans: The Client can terminate the service at will.
  • Staff Augmentation Plans: The Client must give the company at least 1 month’s notice before terminating the service.
  • One Time Project: The Client must give the company at least 1 month’s notice before terminating the service.

    • Acceptance and Amendments

  • Acceptance: Participation in the Company’s services indicates acceptance of these Terms.
  • Amendments: The Company reserves the right to amend these Terms without prior notice. Clients will be informed of significant changes.

    • Governing Law

    These Terms and Conditions are governed by the laws of Saint Lucia. Any legal matters will be resolved under this jurisdiction.

    Dispute Resolution

    Disputes will be resolved through mediation or arbitration, as per the laws of Saint Lucia, before escalating to formal litigation.

    Force Majeure

    The Company is not liable for delays or failures caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, and governmental actions.

    Showcase of Work

    Unless explicitly prohibited by the Client in writing, Orbtronics Ltd. reserves the right to display and promote completed software development projects as part of its portfolio. This may include, but is not limited to, screenshots, descriptions of functionality, and high-level summaries of the work performed. Orbtronics will not disclose any confidential or proprietary information belonging to the Client without prior written consent. If the Client wishes to opt out of this provision, they must provide written notification prior to the completion of the project.

    Education Terms and Conditions

    These Terms and Conditions ("Terms") govern the provision of STEM education programs and initiatives ("Services") by Orbtronics Ltd. ("Company") to its clients, including NGOs, governments, and other organizations ("Clients"), as well as participating students ("Students"). By engaging in Orbtronics' Services, Clients and Students agree to these Terms in their entirety.

    Scope of Services

    The Company provides STEM education programs and initiatives based on the details outlined in the signed proposal between the Company and the Client. Services include:

  • Curriculum design and delivery.
  • Facilitation of workshops and training sessions.
  • Provision of learning resources and materials.
  • Measurement and reporting of program outcomes.

    • Pricing and Payment

  • Client Billing: Clients are billed based on the specifics of the signed proposal, which may include the number of students to be accommodated and the number of hours of instruction, unless otherwise stated.
  • Student Projections: Any projections regarding the number of students impacted are estimates. However, the Company ensures resource allocation for a minimum number of students as quoted in the proposal.
  • Payment Acknowledgment: By making payment, Clients confirm their acceptance of these Terms.
  • Payment Terms for Students: If Students are responsible for covering costs, payments must be made as per the agreement. Failure to pay within seven (7) days may result in service suspension.
  • Taxes: The client is responsible for any applicable taxes, duties, or other government charges imposed on the services provided, in accordance with the relevant tax laws and regulations.

    • Student Behavior Policy

  • Classroom Conduct: Students must maintain respectful and constructive behavior during all programs. Disruptive behavior may result in immediate removal from the program without refund.
  • Zero Tolerance: The Company enforces a zero-tolerance policy for discrimination, sexual harassment, bullying, or any form of misconduct.

    • Client Responsibilities

  • Collaboration: Clients must provide necessary information, resources, and access required for program delivery.
  • Timely Communication: Clients are expected to respond promptly to requests for approvals or documentation to avoid delays in program implementation.
  • Program Modifications: Any modifications to the agreed scope must be documented and approved by both parties. Additional costs may apply.

    • Liability and Warranty

  • Limitation of Liability: The Company is not liable for any indirect, incidental, or consequential damages arising from the use of its Services.
  • Program Outcomes: While the Company strives to deliver high-impact programs, it does not guarantee specific outcomes or results.

    • Termination Clause

  • Client Termination: Clients may terminate the agreement with written notice. Refunds will be handled in accordance with the specific terms of the signed proposal.
  • Company Termination: The Company reserves the right to terminate the agreement if the Client fails to fulfill their responsibilities, including payment delays or refusal to approve scope adjustments. No refunds will be issued for termination due to non-compliance.
  • Student Termination: Students may be removed from programs for misconduct, as outlined in Section 4.

    • Refund Policy

  • Client Refunds: Refunds for Clients will only be issued for Services not yet delivered, as per the signed agreement.
  • Student Refunds: Refunds for Students participating in self-funded initiatives will not be issued for completed sessions or programs.

    • Intellectual Property

  • Ownership: The Company retains ownership of all materials, content, and resources developed for its programs unless otherwise agreed in writing.
  • Use of Materials: Clients and Students may use provided materials solely for their intended purpose and may not reproduce or distribute them without written consent.

    • Data Protection and Privacy

    The Company adheres to applicable data protection laws and ensures that all personal information is handled securely and only used for program delivery and reporting purposes.

    Force Majeure

    The Company is not liable for delays or non-performance caused by events beyond its reasonable control, including natural disasters, pandemics, and governmental actions.

    Use of Participant Images

    By participating in Orbtronics' educational programs, workshops, or training sessions, participants (or their legal guardians, in the case of minors) grant Orbtronics Ltd. the right to capture photographs, videos, or other media featuring their likeness during the program. These media assets may be used for marketing, promotional, and informational purposes, including but not limited to use on websites, social media platforms, brochures, and other marketing materials, without compensation. If a participant does not wish to be included in media, they must notify Orbtronics in writing prior to the start of the program.

    Orbtronics Innovation Hubs' Terms and Conditions

    These Terms and Conditions ("Terms") govern the use of Orbtronics Innovation Hub's coworking spaces and services ("Services") by clients ("Clients"). By engaging with the Innovation Hub, Clients agree to these Terms in their entirety.

    Membership Plans

    Flexible Workday Access

  • Open Seating: Provides access to shared coworking spaces on a first-come, first-served basis during operating hours.
  • Included Amenities: High-speed internet, access to shared amenities, and discounted event/workshop invitations.
  • Usage Tracking: Access is logged via the Innovation Hub's access control system. Clients will be billed monthly based on the number of days of use multiplied by the advertised daily rate for the specific location.

    • Business Presence

  • Services: Includes a prestigious business address, mail/package handling, discounted hot-desking, and invitations to select events.

    • Coworking Access

  • Open Seating: Provides access to shared coworking spaces on a first-come, first-served basis during operating hours.
  • Included Amenities: High-speed internet, access to shared amenities, and discounted event/workshop invitations.

    • Dedicated Workspace

  • Exclusive Use: Provides a dedicated workstation and access to all Innovation Hub amenities.
  • Priority Services: Includes priority booking for private meeting rooms and exclusive networking opportunities.
  • Discounts: Discounts on Orbtronics software and consulting services are included.

    • Code of Conduct

  • Prohibited Activities: Theft, vandalism, or destruction of any property belonging to the Innovation Hub will result in immediate termination of membership.
  • Discrimination and Harassment: Any Client found engaging in discriminatory behavior, sexual harassment, or misconduct will be removed from membership access without refund.
  • Respectful Environment: Clients must respect other members and follow all facility rules to maintain a positive and productive atmosphere.
  • Enforcement: Orbtronics reserves the right to investigate any reported violations of the Code of Conduct. Clients failing to cooperate with an investigation may face immediate membership termination.

    • Liability

  • Personal Equipment: The Innovation Hub is not responsible for the loss, theft, or damage of any Client's equipment, including damages caused by power surges or other external factors.
  • Personal Responsibility: Clients are solely responsible for the safety and security of their personal belongings.
  • Insurance: Clients are encouraged to secure insurance for their equipment and valuables if needed.
  • Legal Indemnity: Clients agree to indemnify and hold harmless Orbtronics, its officers, and employees from any claims, liabilities, damages, or legal actions arising from their activities within the Innovation Hub.

    • Payment and Overdue Accounts

  • Payment Methods: Services are billed through credit or debit card facilities.
  • Overdue Payments: Accounts overdue for more than seven (7) days may experience disruptions in service. Access will be reinstated only after the outstanding balance is settled.
  • Pricing Changes: Orbtronics reserves the right to alter pricing tiers and services at any time.
  • Taxes: The client is responsible for any applicable taxes, duties, or other government charges imposed on the services provided, in accordance with the relevant tax laws and regulations.

    • Facility Usage and Damages

  • Shared Spaces: Clients must maintain cleanliness and orderliness in shared coworking spaces.
  • Damages: Clients are liable for any damages caused to the facility or equipment during their usage. Repair or replacement costs will be billed to the responsible Client.

    • Cancellation and Refunds

  • Cancellation by Client: Clients may cancel their membership at any time. Refunds will only be issued for unused full months of prepaid services.
  • Termination by Company: The Company reserves the right to terminate any membership for violations of these Terms. No refunds will be provided for terminated memberships.
  • Non-Refundable Fees: All fees, including joining fees, administrative fees, and prepaid services, are non-refundable in the event of membership termination.

    • Force Majeure

    Orbtronics is not liable for interruptions in service due to events beyond its reasonable control, including but not limited to natural disasters, power outages, or government actions.

    Privacy and Data Protection

  • Client Information: The Innovation Hub will handle Client information in compliance with applicable data protection laws.
  • Surveillance: The facility may use security cameras in public areas for safety purposes. These recordings are stored securely and used only when necessary.

    • Use of Participant Images

    Clients and attendees at the Orbtronics Innovation Hub agree that Orbtronics Ltd. may capture photographs, videos, or other media featuring their likeness during participation in coworking activities, events, workshops, or other services provided by the Hub. These media assets may be used by Orbtronics for marketing, promotional, and informational purposes, including but not limited to websites, social media platforms, brochures, and advertisements, without compensation. Clients or attendees who do not wish to appear in such media must provide written notice to Orbtronics prior to using the Hub's services or attending events.

    Use of Orbtronics Branding and Facilities

  • Branding Restrictions: Members may not use Orbtronics' name, logo, or facilities for personal or commercial promotion without prior written approval.
  • Intellectual Property Protection: Members acknowledge that they may be exposed to confidential information and agree not to share, copy, or reproduce any proprietary materials without explicit consent.

    • Membership Termination by Orbtronics

  • Discretionary Termination: Orbtronics Innovation Hub reserves the right to terminate any membership at its sole discretion, at any time, and for any reason, without prior notice.
  • No Liability: The termination of membership under this clause shall not entitle the Client to any compensation, damages, or reimbursement of fees paid.
  • Final Decision: The decision of the Orbtronics executive team regarding membership termination shall be final and binding.
  • No Repercussions: The Client waives any right to dispute or challenge the termination in any forum, legal or otherwise.
  • Membership Suspension Option: Orbtronics may, at its discretion, suspend a Client's membership temporarily instead of immediate termination for certain violations.

    • Opay Terms and Conditions

    Last updated: July 2026

    Please read these terms carefully before using our payment aggregation services.

    1. Acceptance of Terms

    By accessing and using Orbtronics Ltd's payment aggregation platform ("Opay"), you agree to be bound by these Terms and Conditions. If you do not agree to these terms, you may not use our services.

    These terms constitute a legally binding agreement between you ("Client" or "Merchant") and Orbtronics Ltd ("Company", "we", "us", or "our").

    Intellectual Property

    All intellectual property rights in and to the Opay platform, including our API, software, documentation, trademarks, and the systems used to provide the services, remain the sole property of Orbtronics Ltd or its licensors. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Opay platform and API solely to use our services in accordance with these terms. You may not copy, modify, distribute, sell, or create derivative works from any part of our platform, and you acquire no ownership rights in our platform by using our services.

    2. Service Description

    Orbtronics Ltd provides payment aggregation services through Stripe Connect, enabling merchants to accept online payments. Our services include:

  • Payment processing through Stripe Connect
  • API access for payment integration
  • Transaction management and reporting
  • Refund processing capabilities
  • Balance and payout management
  • Webhook notifications for transaction events

    • 3. Subscription and Fees

  • Subscription Fee: The subscription fee is charged based on your user tier at the advertised amount every 4 weeks. New accounts receive a 4 week free trial, after which billing occurs every 4 weeks.
  • Transaction Fees: Transaction fees are set as advertised on the Opay website.

    • All fees are automatically deducted from transaction amounts before settlement to your connected Stripe account.

    We reserve the right to change the transaction fee at the Company's sole discretion.

    Chargebacks, Refunds and Reserves

    You are responsible for all chargebacks, reversals, refunds, and related fees arising from transactions processed through your account. We may deduct or recover these amounts from your balance, from settled or future payouts, or from your connected Stripe account, and if your balance is insufficient you agree to reimburse us for any resulting negative balance on demand. We may also establish and hold a reserve, or delay or suspend payouts, in an amount and for a period we reasonably determine to cover actual or anticipated chargebacks, refunds, fines, or other liabilities associated with your account. Chargeback handling and timelines are also subject to Stripe's terms.

    4. Account Requirements

    To use our services, you must:

  • Complete Stripe Connect onboarding and verification
  • Maintain an active subscription
  • Provide accurate business and contact information
  • Comply with Stripe's Terms of Service and applicable laws
  • Use our API responsibly and within rate limits

    • 5. Prohibited Activities

    You may not use our services for:

  • Illegal activities or prohibited businesses under Stripe's policies
  • Processing fraudulent or unauthorized transactions
  • Money laundering or terrorist financing
  • Circumventing our fee structure
  • Reverse engineering or attempting to access our systems unauthorized

    • 6. Data and Privacy

    We process payment data in accordance with PCI DSS standards and applicable data protection laws. Transaction data is handled by Stripe according to their privacy policy.

    We collect and store minimal business information necessary to provide our services and maintain transaction records as required by law.

    Confidentiality

    In connection with these terms, each party may have access to non-public information of the other party, including business, technical, and financial information ("Confidential Information"). Each party will use the other party's Confidential Information only as necessary to perform under these terms and will protect it using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable standard of care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, is rightfully received from a third party without restriction, or is required to be disclosed by law.

    7. Service Availability

    While we strive for 99.9% uptime, we do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance. We are not liable for service interruptions beyond our reasonable control.

    Disclaimer of Warranties

    Our services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or secure, or that any defects will be corrected. Payment processing is provided by Stripe and is subject to Stripe's terms, and we make no warranties regarding Stripe's services.

    8. Limitation of Liability

    Our liability is limited to the fees paid by you in the 12 months preceding any claim. We are not liable for indirect, consequential, or punitive damages. Payment processing is subject to Stripe's terms and limitations.

    Indemnification

    You agree to indemnify, defend, and hold harmless Orbtronics Ltd and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, fines, and expenses (including reasonable legal fees) arising out of or relating to your use of our services, your transactions, your breach of these terms, your violation of any law or of Stripe's Terms of Service, or any dispute between you and a customer or other third party.

    9. Termination

    Either party may terminate this agreement with 30 days' notice. We may suspend services immediately for violations of these terms. Upon termination, you remain liable for all outstanding fees and must cease using our API.

    Governing Law and Dispute Resolution

    These terms are governed by and construed in accordance with the laws of Saint Lucia, without regard to its conflict of laws principles. Any dispute arising out of or relating to these terms will be resolved through the following escalating process. First, the parties will attempt in good faith to resolve the dispute through mediation administered by a mutually agreed mediator, with the costs of mediation shared equally. If the dispute is not resolved within thirty (30) days after a party's written request for mediation, it will be referred to and finally resolved by binding arbitration seated in Saint Lucia, conducted in English before a single arbitrator. Judgment on the arbitral award may be entered by, and either party may seek enforcement of the award in, the courts located in Saint Lucia, which have exclusive jurisdiction over any matter not subject to arbitration. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

    10. Suspected Fraudulent Activity

    If we detect or suspect fraudulent activity on your account, we will follow the process set out below:

  • Payout hold: We will immediately pause payouts to the account associated with the suspected activity pending the outcome of our review.
  • Compliance review: We will conduct a compliance review. As part of this review, the affected account holder will be notified and requested to provide information about the transaction(s) in question. The customer who performed the transaction may be contacted to confirm the transaction and any other means reasonably necessary to ensure safe and compliant use of the platform.
  • Confirmation and refund: If fraudulent activity is confirmed, the affected funds will be refunded to the person who made the payment.
  • Account termination: We reserve the right to terminate a user's account at any time where the user is found to be conducting fraudulent activity.

    • Amendments to These Terms

    We may update or modify these terms from time to time. When we do, we will revise the "Last updated" date above and, where the changes are material, provide reasonable notice through the Opay platform or by email. Your continued use of our services after the revised terms take effect constitutes acceptance of the changes. If you do not agree to the revised terms, you must stop using our services.

    11. Contact Information

    For questions about these terms or our services, contact us at:

    Orbtronics Ltd
    Email: legal@orbtronics.com

    General Terms

    Amendments

    The Company reserves the right to amend these Terms without prior notice.

    Dispute Resolution

    Any disputes arising under these Terms will be resolved through mediation or arbitration as per the laws of Saint Lucia.

    Governing Law

    These Terms and Conditions are governed by the laws of Saint Lucia.

    Contact Information

    For inquiries, please contact:

    Email: info@orbtronicsltd.com
    Address: Orbtronics Ltd., Gros Islet, Saint Lucia

    By using Orbtronics' services, Clients agree to these Terms and Conditions in full.