Terms of use

Introduction

These Orbital Platform Terms of Use are entered into between you (hereinafter referred to as “you” or “your”) and Orbital Group (as defined below).

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By accessing, browsing, using, or downloading any contents from Orbital Platform (as defined in these Terms below) or by clicking on any “I agree” or similar tick boxes provided on Orbital Platform, you acknowledge and agree that you have read, understood, and accepted all of the terms and conditions stipulated in these Orbital Platform Terms of Use (hereinafter referred to as “these Terms”) as well as our Privacy Policy accessible at [link to a Privacy Policy] (which sets out the terms on which we process any personal data we collect from you, or that you provide to us) and Cookie Policy accessible at [link to a Privacy Policy] (which sets out information about the cookies on our site).

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Please read the terms carefully as they govern your use of Orbital Platform or/and Orbital Services. In addition, when using some features of the Orbital Platform or Orbital Services (as defined in these Terms below), you may be subject to specific additional agreements or terms and conditions applicable to those features or services only as displayed to you before such use.

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In any event please be noted, that information provided in these Terms does not intend to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any decision or action on the basis of these Terms or other information displayed on Orbital Platform or before starting to use any of Orbital Services.

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Note, that all Orbital Services are intended to and designed to corporate users only. If you are a consumer, you should not access any of Orbital Platforms or attempt to use any of Orbital Services.

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By accessing, using, or attempting to use Orbital Platform and/or Orbital Services in any capacity, you acknowledge that:

• You have read and accepted and agree to be bound by these Terms.
• You agree to use the Orbital Platform and/or Orbital Services for lawful purposes only.

If you do not agree, you must NOT access Orbital Platform or use any of Orbital Services.

I. Definitions

1. Orbital Platform refers to www.getorbital.com, web or mobile applications, applets, platforms, portals, and any other IT applications that are developed or will be developed in the future by Orbital Group and are or will be made accessible to you online.
2. Orbital Group refers to any of the group of companies and/or any present or future parent and/or subsidiary corporation or other business entity thereof that owns, holds licence to, is an operator of any of the Orbital Platform or provides any of the Orbital Services on it. For the sake of clarity in these Terms “we”, “our”, “us” refers to Orbital Group.
3. Orbital Services refer to various services provided to you by Orbital Group companies via Orbital Platforms. Your particular service provider will be indicated in the respective legal agreements and/or terms and conditions governing the service you choose to use.
4. Some of the Orbital Services may require special licences, registrations or permissions which are held by specific Orbital Group companies.
   
   a) As of this date, the following Orbital Group’s companies hold the following licences:
   
   i. Pay Perform Limited is a UK company authorised by the Financial Conduct Authority (hereinafter referred to as “FCA”) to provide payment services as Authorised Payment Institution, having its registered office at registered at Kemp House 152 City Road London EC1V 2NX the United Kingdom, company number 10789721.
   
   ii. Pay Perform OÜ is authorised by Republic of Estonia Financial Intelligence Unit (registration FVT000290) for the provision of a virtual currency service, including: providing services of exchanging a virtual currency against a fiat currency; providing a virtual currency wallet service; and providing services of exchanging a virtual currency against a virtual currency.
5. Users refer to legal entities only (meaning that Orbital Group provides services to corporate clients only) that access, download, or use Orbital Platform or Orbital Services. If there exist other agreements for such entities as vendors, market makers or others, such agreements shall be followed.

II. General Provisions

About these Terms

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Supplementary Terms
Due to the rapid development of Orbital Platform and/or Orbital Services, these Terms do not enumerate or cover all rights and obligations applicable to you or Orbital Group, and, thus, do not guarantee full alignment with needs arising from future development. Therefore, all other agreements entered into separately between you and Orbital Group are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of Orbital Platform and/or Orbital Services is deemed your acceptance of the above-mentioned clause.

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Amendments to These Terms‍
We may amend these Terms from time to time at our own discretion. We will not specifically notify you about the changes to these Terms (the latest version will be displayed on this website), thus every time you wish to use Orbital Platform or Orbital Services please check the Website www.getorbital.com to take notice of any changes we made and ensure you understand them. We recommend that you print a copy of these Terms for your future reference.

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Effective Date of Amendments
Any and all modifications or changes to these Terms will become effective upon publication on this website. Thus, your continued use of Orbital Services is understood as your acceptance of the modified Terms.
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Personal Data

1. Your personal data will be properly protected and kept confidential. You acknowledge that Orbital Group has the right to collect, process, use or disclose your personal data in accordance with the Terms (including the Cookie Policy and Privacy Policy), any additional legal agreements or terms and conditions agreed between you and Orbital Group or applicable laws.
2. Depending on the Orbital Platform and/or Orbital Services concerned, your personal data may be disclosed to the following third parties:
   
   a) your transaction counterparty and any intermediary involved in carrying out of the transaction;
   b) any Orbital Group company, shareholders, partners, investors, directors, supervisors, senior managers, and employees of Orbital Group;
   c) Orbital Group’s agents, contractors, suppliers, third-party service providers, and professional advisers hired in provision of Orbital Services or in connection with Orbital Platform, including the parties who have been contracted to provide us with audit, administrative, financial, research, operations, IT, and other services, in such areas as telecommunications, information technology, payroll, information processing, training, legal, storage and archival or any other  services;
   d) relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations formulated by government authorities;
   e) assignees of our rights and obligations;
   f) banks, credit card companies, payment service providers and their respective service providers;
   g) persons with your consent as determined by you or the applicable contract.

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III. USE OF Orbital PLATFORM OR/AND Orbital SERVICES

Prohibition of Use

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General

1. By accessing and using Orbital Platform and/or Orbital Services, you represent and warrant that you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (the “OFAC”), or the denied persons or entity list of the U.S. Department of Commerce or in any UK, EU or UN sanctions lists.  In case of the imposition of any of the above sanctions on you, Orbital Group shall be entitled to suspend any performance of its obligations under these Terms and/or any additional agreements or terms and conditions governing Orbital Services and shall be released from any liability for undue performance thereof if it is caused by the imposition of sanctions.
2. Orbital Group may restrict or refuse, at its discretion, the provision of Orbital Services or access to Orbital Platform in certain countries or regions.
3. You must not use Orbital Platform and/or Orbital Services  (including any content or materials on them) in a way that:
   
   a) breaches any applicable local, national, or international law or regulation;
   b) is fraudulent, or has any fraudulent purpose or effect (e.g., by misrepresenting your identity or account information);
   c) infringes human rights and rightful interests of other persons and businesses;
   d) harms or attempts to harm minors in any way;
   e) interferes with another person’s records, impersonates another person, or creates or uses a false identity or email address;
   f) transmits any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (‘spam’);
   g) uses any technology or processes of any kind to access, acquire, copy, monitor, navigate or search Orbital Platform or any portion of it (including the use of data mining, robots, or similar data gathering and extraction tools);
   h) obtains or attempts to obtain unauthorised access to or interferes with, damages, tampers with or disrupts any part of Orbital Platform and/or Orbital Services;
   i) scrapes, reproduces, duplicates, copies, modifies, distributes, publishes, resells or transmits any element comprised in Orbital Platform, including any software comprised in it, the content or the Orbital Services provided through it;
   j) is not commensurate with the normal use for which Orbital Platform and/or Services are intended to be used and if not authorised by us.

Uploading Content

1. Whenever you make use of a feature that allows you to upload content to Orbital Platform or to make contact with Orbital Group or other users of Orbital Platform and/or Orbital Services, you must comply with these Terms.
2. You warrant that any such contribution does comply with the standards provided in these Terms, and you will be liable to us and indemnify us for any breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
3. Any content you upload to Orbital Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us permission to use, store and copy that content.
4. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you on Orbital Platform constitutes a violation of their intellectual property rights, or of their right to privacy, or other rights, rightful interests, laws and/or regulations.
5. We have the right to remove any posting you make on Orbital Platform if, in our opinion, your post does not comply with the content standards set out in these Terms.
6. You are solely responsible for securing and backing up your content provided on Orbital Platform.
7. We are not responsible for viruses and you must not introduce them and we do not guarantee that Orbital Platform will be secure or free from bugs or viruses.
8. You are responsible for configuring your information technology, computer programs, and platform to access Orbital Platform. You should use your own virus protection software. We will not be liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your accessing or use of Orbital Platform and/or Orbital Services.
9. You must not misuse Orbital Platform by knowingly introducing viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful.
10. You must not attempt to gain unauthorised access to Orbital Platform and/or Orbital Services nor should you abuse any spotted vulnerabilities of the Orbital Platform and/or Orbital Services to gain unintended benefit.
11. You must not attack our Orbital Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.
12. In case of committed breach of any of the above prohibitions we will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Orbital Platform and/or Orbital Services will cease immediately.
    You are responsible that the content uploaded by you must not contain any information that:
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    a) is defamatory of any person or business;
    b) has any material which is obscene, offensive, hateful, or inflammatory;
    c) promotes sexually explicit material, violence, or any illegal activity;
    d) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    e) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
    f) is threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience, or needless anxiety;
    g) is likely to harass, upset, embarrass, alarm, or annoy any other person;
    h) is used to impersonate any person, or to misrepresent your identity or affiliation with any person;
    i) promotes or assists any unlawful act including copyright infringement or computer misuse.
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Uploading Content

1. You must not link to Orbital Platform and/or Orbital Services, unless you obtained a written permission from Orbital Group.
2. You must not establish a link to Orbital Platform and/or Orbital Services on any website that is not owned by you.
3. The website in which you are linking must comply in all respects with the content standards set out in these Terms.
4. We reserve the right to withdraw linking permission without notice.

Your responsibilities

1. You must keep your log in details used to access to Orbital Platform  safe. If you choose, or you are provided with, a user identification code, password, or any other piece of information, tool, software or device as part of our security procedures, you must treat such information as confidential and use it in accordance with any instructions issued by us. You must not disclose your log in details to any third party.
2. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms or if we become aware that your log in credentials might have been compromised.
3. If you know or suspect that anyone other than you knows any of your log in credentials, you must promptly notify us by email provided in these Terms.

IV. LIABILITY

Disclaimer of Warranties

1. We exclude all implied conditions, warranties, representations, or other terms that may apply to Orbital Group.
2. To the maximum extent permitted under applicable law, Orbital Platform and/or Orbital Services or any other product or service or other item provided on behalf of any of the companies of Orbital Group is offered on an “as is” basis.
3. We disclaim, and you waive, any and all other warranties of any kind, whether expresses or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, course of dealing, or usage in trade.
4. To the maximum extent permitted under applicable law Orbital Group does not represent or warrant that the Orbital Platform and/or Orbital Services are accurate, complete, reliable, current, error-free of viruses or other harmful components.
5. Orbital Group does not guarantee that any of Orbital Platform and/or Orbital Service shall be accessible and operational without interruptions and has the right to change, suspend or cease the functioning of any of Orbital Platform or Orbital Service.

Disclaimer of Warranties

1. In no event shall Orbital Group and/or Orbital Group’s affiliates, officers, directors, attorneys, employees, agents, or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever, including, without limitation:
   
   a) Orbital Group will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:
   
   i. use of, or inability to use Orbital Platform and/or Orbital Services; or
   ii. use of or reliance on any content displayed on Orbital Platform.
   
   b) More specifically, Orbital Group will not be liable for any:
   
   i. loss of profits, sales, business, or revenue;
   ii. business interruption;
   iii. loss of anticipated savings;
   iv. loss of business opportunity, goodwill, or reputation; or
   v. any indirect or consequential loss or damage.
2. Orbital Group is not responsible for websites Orbital Platform is linked to. In particular, where Orbital Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
3. If you are dissatisfied with any portion of Orbital Platform or Orbital Services, or with any clauses of these Terms, your sole and exclusive remedy is to discontinue using this Orbital Platform and/or Orbital Service.

V. INTELLECTUAL PROPERTY RIGHTS

1. Orbital Group is the owner or the licensee of all intellectual property rights on Orbital Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
2. You are not permitted to use it without our approval unless you are using the material directly in connection with the intended use of Orbital Platform and/or Orbital Services or as otherwise permitted in writing by Orbital Group.
3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences, or any graphics separately from any accompanying text.
4. You must not use any part of the content on Orbital Platform for commercial purposes without obtaining a license to do so.
5. If you print off, copy or download any part of Orbital Platform in breach of these Terms, your right to use Orbital Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

VI. APPLICABLE LAW

These Terms, their subject matter, and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

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VII. No Financial Advice

Orbital Group is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using Orbital Services. No communication or information provided to you by Orbital Group on the Orbital Platform or otherwise is intended as or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Orbital Group will not be held responsible for the decisions you make related to Orbital Services.

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VIII. Miscellaneous

1. Orbital Group will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Orbital Group’s reasonable control (Force Majeure).
2. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
3. Orbital Group is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
4. To contact us, please email hello@getorbital.com or contact customer services using the chat function on Orbital Platform.