These terms govern the services Blue Orbits provides. Blue Orbits is a software engineering company registered in the United Arab Emirates at Meydan Grandstand, 6th Floor, Nad Al Sheba, Dubai, with its engineering team in Karachi, Pakistan. In these terms, "we" and "us" mean Blue Orbits, and "you" means the company engaging us.

1. How these terms fit together with your contract

Each engagement is described in its own Statement of Work, proposal or quotation — we will call it the SOW. The SOW sets out what we are building or who we are supplying, the rate, and the payment schedule. These terms cover everything the SOW does not. Where the SOW and these terms disagree, the SOW wins.

2. What we do

We provide two kinds of service, and an SOW may include either or both.

Project delivery. We design and build software — web applications, mobile applications, back-end systems, integrations, data pipelines and AI systems — to a scope agreed with you in the SOW.

Team augmentation. We supply named engineers who work as part of your team, under your day-to-day direction, for as long as you need them.

3. Fees and payment

How you pay depends on which service you are buying. The SOW says which applies.

Team augmentation — weekly, in arrears. Where we supply engineers who work as part of your team, we invoice weekly for work already performed, and invoices are payable within seven days. There is no setup fee, no minimum commitment and no advance payment. You pay for the week that happened.

Fixed-scope projects — milestones, first one in advance. Where we quote a defined scope for a fixed price, the SOW sets out the milestones and the amount payable at each. The first milestone is payable in advance and work begins once it is received. Subsequent milestones are invoiced on completion of the stage they relate to and are payable within seven days. Advance and milestone payments are non-refundable to the extent that the work they cover has been performed.

Costs we pass through. Some work requires third-party spend — cloud or GPU capacity, paid API tiers, licences, app store fees or paid components. We will agree these with you in writing before they are incurred, and we pass them on at cost.

Taxes. Fees are exclusive of VAT and any other tax or duty, which you pay in addition where applicable.

Late payment. If an invoice is more than fourteen days overdue we may suspend work after giving you written notice. We will not suspend without telling you first.

4. Changing or stopping an engagement

Team augmentation: you may stop at the end of any week on written notice, unless the SOW sets a different notice period. You pay for the week that has happened and nothing further. Work in progress is handed over in the state it is in.

Fixed-scope projects: either of us may end the engagement on fourteen days' written notice. On termination you pay for all work completed and in progress up to that date, including any milestone already reached, and we hand over everything produced for the milestones you have paid for. Sums already paid are refundable only to the extent they exceed the value of the work performed.

For augmentation engagements there is a two-week probation period at the start, during which either of us may end the engagement without notice.

Priorities change, and you may re-point the work each week within the skills of the people assigned. Work that falls outside the SOW — a different scope, a different technology, a materially larger deliverable — needs a revised or new SOW before we start it.

Either of us may terminate immediately if the other commits a material breach and does not fix it within fourteen days of being told, or becomes insolvent.

5. Intellectual property

What you get. All source code, designs, documentation, trained model weights and other deliverables created specifically for you under an SOW transfer to you on payment of the invoice covering the work in which they were created. Until that invoice is paid, they remain ours.

What we keep. Anything we owned before the engagement, and general know-how, methods, techniques and reusable components not written specifically for you, remain ours. Where such components are embedded in your deliverables we grant you a perpetual, worldwide, royalty-free licence to use them as part of those deliverables.

Third-party and open-source components. Deliverables may include open-source or third-party components that remain subject to their own licences. We will tell you which ones on request, and we will not knowingly include anything whose licence conflicts with your intended use.

AI-assisted work. Where we use AI tools during development we use enterprise-tier services with model training disabled. Where we fine-tune a model on your data, the resulting weights are yours on the same terms as any other deliverable.

Publicity. We will not name you, use your logo or describe your project publicly without your written permission.

6. What we need from you

To do the work we need timely access to the systems, accounts, repositories and people the SOW assumes, decisions and approvals when we ask for them, and accurate information. Where our work depends on something you owe us, delay on your side moves our dates by at least the same amount.

You are responsible for the environments we build in, for your own backups, and for deciding what data we are given access to.

7. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the engagement, and return or delete it on request. Every engineer we assign signs an individual confidentiality and intellectual property assignment — not just the company. These obligations survive the end of the engagement.

8. Data protection

Where we process personal data on your behalf, you are the controller and we are the processor. We will process it only on your instructions, keep it confidential, and help you respond to requests from individuals and to regulators.

Our engineering team is in Pakistan, and personal data you give us access to will be accessed from there. If you are in the United Kingdom or the European Economic Area we will enter into an International Data Transfer Agreement or Standard Contractual Clauses with you, and provide a transfer risk assessment, before any personal data is accessed. Please raise this before work starts rather than after.

Where possible we prefer to work on test or synthetic data. If your engagement does not require production personal data, say so and we will scope it that way.

9. Warranties, and their limits

We warrant that we will perform the services with reasonable skill and care, by suitably skilled people, and that to the best of our knowledge the deliverables will not infringe anyone else's intellectual property.

For project delivery, we will correct defects in a deliverable that you report within thirty days of delivery and that stop it working as the SOW describes, at no charge. This does not cover changes of scope, faults caused by modifications made by others, or problems in third-party systems.

Beyond that, and to the extent the law allows, we give no other warranties. In particular we do not warrant that software will be uninterrupted or error-free, and we do not warrant any specific commercial outcome.

10. Liability

Neither of us excludes liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot lawfully be excluded.

Neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of data, or indirect or consequential loss.

Our total liability arising out of an engagement is limited to the fees you paid us under that engagement in the six months before the claim arose. We do not currently carry professional indemnity insurance; if your procurement requires it, tell us before the SOW is signed so we can address it.

11. Non-solicitation

During an engagement and for six months afterwards, neither of us will directly solicit or employ the other's staff who were involved in it, without written consent. This does not prevent hiring someone who responds to a public advertisement.

If you wish to hire an engineer we have supplied, tell us — we would rather agree a fair arrangement than lose a client over it.

12. Independent contractor

We are an independent contractor. Nothing in these terms creates employment, partnership, agency or a joint venture. Our engineers are engaged by us and are not your employees. We are responsible for their pay and for our own taxes and statutory obligations.

13. Circumstances beyond our control

Neither of us is liable for failure to perform caused by events outside reasonable control, including war, civil unrest, government action, internet or power outages, and failures of third-party services. If such an event lasts more than thirty days, either of us may terminate the affected engagement.

14. General

Neither of us may assign an engagement without the other's written consent, except to a group company or a buyer of the business. If a provision is found unenforceable, the rest continues to apply. A delay in enforcing a right does not waive it. Notices must be in writing and may be given by email to the addresses in the SOW.

These terms and the SOW are the entire agreement between us for that engagement, and replace anything said or written beforehand. We may update these terms; the version in force is the one published when your SOW was signed.

15. Governing law

These terms are governed by the laws of the United Arab Emirates, and the courts of Dubai have exclusive jurisdiction, unless the SOW states otherwise.

16. Talking to us

If something is going wrong, tell us early. Most problems on a software project are cheaper to fix in week two than in month four, and we would rather hear it than read it in a termination notice. [email protected].