Legal Notice and Terms of Use

This Legal Notice and Terms of Use (“Terms“) apply to all websites operated by Orbian Management Limited, its affiliates, and subsidiaries (collectively “Orbian”), including orbian.com, orbiansupplier.com, orbiancardservices.com, scfsuppliers.com, and any other websites and portals maintained by Orbian now or in the future (the “Orbian Websites and Orbian Portals”).

Orbian Management Limited is a limited liability company registered in England and Wales under company number 03522614 with its registered office at 2^nd Floor, 34-37 Liverpool Street, London, England, EC2M 7PP.

By accessing or using the Orbian Websites and Orbian Portals, you (“User“) agree to comply with these Terms. If you do not agree to these Terms, you must not use the Orbian Websites and Orbian Portals.

1. Definitions

• “You” or “User“: refers to any individual or legal entity accessing or using the Orbian Websites and Orbian Portals.
• “We,” “Us,” “Our,” or “Orbian“: refers to Orbian Management Limited and its affiliates or subsidiaries.
• “Content“: refers to any text, images, data, or other information provided on the Orbian Websites and Orbian Portals.

2. Acceptance of Terms

By using the Orbian Websites and Orbian Portals, you accept these Terms and any additional terms that may apply. If you do not agree to all applicable terms, please cease use of the Orbian Websites and Orbian Portals immediately. We recommend that you regularly review these Terms as we may update them periodically without prior notice.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these Terms and other applicable terms of service, and that they comply with them.

3. Use of Information and Content

The information and content provided on the Orbian Websites and Orbian Portals are for general informational purposes only and do not constitute professional advice (e.g., legal, financial, tax, or accounting advice). We strongly recommend that you consult a qualified professional before making decisions based on any information available on the Orbian Websites and Orbian Portals. You may not use the Orbian Websites and Orbian Portals for any unlawful or unauthorized purpose.

4. Changes to the Websites and Terms

Orbian reserves the right to update, modify, or discontinue any part of the Orbian Websites and Orbian Portals at any time without notice. Any modifications to these Terms will be effective upon posting. Your continued use of the Orbian Websites and Orbian Portals after any such modifications will constitute your acceptance of the revised Terms.

5. Intellectual Property

All materials on the Orbian Websites and Orbian Portals, including but not limited to text, images, logos, and other multimedia content, are the exclusive property of Orbian or its licensors and are protected by are protected by international copyright, trademark, trade secret, patent, and other intellectual property laws. You may use the content only for personal, non-commercial purposes. Unless expressly permitted by Orbian, the use, distribution, reproduction, or modification of any Orbian content is prohibited.

6. Prohibited Activities

You may not:

• conduct text or data mining, web scraping, or use automated systems (bots, spiders) to extract data from the Orbian Websites and Orbian Portals.
• introduce viruses, trojans, or any other malicious code that could harm the websites or compromise their security.
• engage in any activity that may disrupt or interfere with the functionality of the Orbian Websites and Orbian Portals.
• upload, post, or transmit any material that violates third-party intellectual property rights or other proprietary rights.

7. User Information and User-Generated Content

If you upload or post any content to the Orbian Websites and Orbian Portals, you:

• warrant that such content complies with applicable laws and does not infringe upon third-party rights.
• grant Orbian a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and display the content for any purpose in connection with the websites.
• agree that Orbian has the right to remove any content that, in its sole discretion, violates these Terms or applicable law.

In addition, any information you provide to us or upload to the Orbian Websites or Orbian Portals must:

• not be false, inaccurate, or misleading.
• not be fraudulent or involve counterfeit or stolen items.
• not violate any law.
• not be defamatory, unlawfully threatening, or harassing.

8. Account Security

If you create an account on the Orbian Websites and Orbian Portals, you are responsible for maintaining the confidentiality of your login credentials. You agree to notify Orbian immediately of any unauthorized use of your account. Orbian may disable accounts that violate these Terms.

9. Disclaimer of Warranties and Exclusion of Implied Warranties

To the fullest extent permitted by law, the Orbian Websites and Orbian Portals and all content, materials, products, and services provided through them are made available on an “as is” and “as available” basis without any warranties of any kind, whether express or implied. Orbian expressly disclaims all warranties, including but not limited to:

• warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.
• any warranty that access to the websites will be uninterrupted or error-free.
• any warranty regarding the security, reliability, or performance of the websites.

We do not warrant that the content provided on the Orbian Websites and Orbian Portals is complete, accurate, up-to-date, or suitable for your intended use. You are solely responsible for verifying the information before relying on it.

Furthermore, we exclude all implied conditions, warranties, representations, or other terms that may apply to the Orbian Websites and Orbian Portals or any content on them, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement.

We do not warrant, endorse, or assume responsibility for any third-party content or services that may be linked or accessed through the Orbian Websites and Orbian Portals.

The use of the Orbian Websites and Orbian Portals is entirely at your own risk, and we disclaim any liability for any harm that may result from the use of or reliance on the websites.

10. Limitation of Liability

To the fullest extent permitted by law, Orbian and its affiliates, officers, employees, agents, licensors, and service providers shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, whether incurred directly or indirectly, arising out of or in connection with:

• Your use of or inability to use the Orbian Websites and Orbian Portals.
• Any errors, omissions, or inaccuracies in any content available on the Orbian Websites and Orbian Portals.
• The performance or non-performance of the websites or any linked services or content.
• Any unauthorized access to or use of our servers and/or any personal or financial information stored therein.

In particular, we will not be liable for:

• Loss of profits, sales, business, or revenue.
• Business interruption.
• Loss of anticipated savings.
• Loss of business opportunities, goodwill, or reputation.
• Any indirect or consequential loss or damage.

Maximum Liability: In no event shall Orbian’s aggregate liability for any claims arising out of or in connection with these Terms or the use of the Orbian Websites and Orbian Portals exceed the total amount paid by you, if any, for access to the Orbian Websites and Orbian Portals during the 12-month period preceding the event giving rise to the liability. If you have paid no fees to use the Orbian Websites and Orbian Portals, Orbian shall have no liability.

This clause does not affect claims in respect of death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.

11. Links to Third-Party Websites

The Orbian Websites and Orbian Portals may contain links to third-party websites that are not under Orbian’s control. These links are provided for convenience only, and Orbian does not endorse or assume responsibility for the content, products, or services of any linked websites. You access third-party websites at your own risk. Additionally, while Orbian may have official profiles on various social media platforms, engagement does not imply endorsement of those platforms or their services.

12. Software Downloads

The use of any software downloads made available from the Orbian Websites or the Orbian Portals will be subject to the terms and conditions of the End User License Agreement (EULA) associated with such software. By downloading, installing, modifying, copying, or otherwise using such software, you indicate your acceptance of the terms and conditions of the associated EULA.

13. Privacy and Data Protection

Your personal data will be collected and processed in accordance with our Privacy Policy. We are committed to protecting your privacy and ensuring compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR).

14. Age Restrictions

The Orbian Websites and Orbian Portals are not intended for use by individuals under the age of 18. If you are under the age of 18, you are prohibited from using the Orbian Websites and Orbian Portals.

15. Indemnification

You agree to indemnify, defend, and hold Orbian harmless from any claims, liabilities, damages, losses, or expenses arising out of your breach of these Terms, your violation of any third-party rights, or your misuse of the Orbian Websites and Orbian Portals.

16. Suspension and Termination

Orbian reserves the right to suspend or terminate your access to the Orbian Websites and Orbian Portals at any time, without notice, for any reason, including, without limitation, (a) if you violate these Terms or applicable law; (b) if we are unable to verify or authenticate any of your information in any circumstances where you have provided your information; and (c) if we believe that you actions may cause legal liability for you, our users or us. Upon termination, your right to use the Orbian Websites and Orbian Portals will cease immediately. We will try to give you reasonable notice of any suspension or withdrawal.

17. Governing Law and Jurisdiction

These Terms and any disputes arising under or related to them shall be governed by and construed in accordance with the laws of England and Wales. You agree that any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales, except if you are a resident of Northern Ireland or Scotland, in which case you may also bring proceedings in those jurisdictions.

18. Entire Agreement

These Terms, together with any other policies referenced herein, constitute the entire agreement between you and Orbian regarding your use of the Orbian Websites and Orbian Portals. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

19. Changes to These Terms

Orbian may amend these Terms at any time. Any changes will be posted on this page and will be effective immediately. By continuing to use the Orbian Websites and Orbian Portals after such changes, you agree to be bound by the revised Terms.

20. Admissibility in Legal Proceedings

A printed version of these Terms shall be admissible in judicial or administrative proceedings, subject to the same conditions as other business records.

21. Contact Information

If you have any questions or concerns regarding these Terms, please contact us at [email protected].

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO USE OF THE ORBIAN PORTALS:

The following terms and conditions shall also apply in relation to your use of any Orbian Portal.

A1.         Definitions

• “Activated Customer” means any Customer that has been activated to use any Orbian service on an Orbian Portal.

• “Customer” means the user or recipient of services under a Portal Agreement.

• “Login” means any username(s) and/or password(s) issued to any Activated Customer and/or User to access an Orbian Portal.

• “Portal Agreement” means any agreement in relation to the provision of services by Orbian to a Customer that involves the use of an Orbian Portal.

• “User” means a designated employee of an Activated Customer that has been authorised by the Activated Customer to use an Orbian Portal.

A2.         Use of the Orbian Portal

A2.1      Grant of Right to Use the Orbian Portal. Orbian hereby grants the Customer and its Users a non‐ exclusive, non‐transferable right to access and use the Orbian Portal for the duration of the Portal Agreement. The Customer and its Users acknowledge that Orbian and its licensors retain title to, and ownership of, all proprietary rights in and to the Orbian Portal as well as revisions, upgrades, updates, derivative works and other improvements (including but not limited to all copyright, patent and trademark rights). The Customer agrees to the use the Orbian Portal in accordance with any further instructions provided to it in writing from time to time, including any user guides.

A2.2      Restrictions on Use of the Orbian System. Users may not (a) modify, adapt, alter, translate, decompile, disassemble or otherwise reverse engineer the Orbian Portal; (b) rent, lease, loan or distribute the Orbian Portal; (c) use the Portal to provide third party services; (d) use the Orbian Portal for investment or arbitrage functions or purposes, for any money laundering purpose or in contravention of any law or regulation in any way that is unlawful, illegal, fraudulent or harmful; or (e) use the Orbian Portal to store, transmit, use, publish or distribute any material which consists of any computer virus, worm, Trojan horse, malicious code or software of any kind.

A2.3      Customer’s Users and Access to the Orbian Portal. Each Customer hereby agrees: (a) that it shall designate its Users in an Orbian Set‐up Form; (b) that each User is authorized to bind the Customer, and any usage of the Orbian Portal that occurs under any of its Users’ Logins binds the Customer, unless it has previously notified Orbian in writing that particular Logins or Users are to be removed from the Orbian Portal or that a Login has been compromised; (c) that its Users will not disclose their Logins to any other person; (d) that the Customer shall immediately notify Orbian if it becomes aware or reasonably suspects any unauthorized use, loss or theft of its Users’ Logins; and (e) that its Users shall not introduce any computer virus, worm, Trojan horse, malicious code or software of any kind to the Orbian Portal.

A2.4      Communications and Reliance. The parties shall use the Orbian Portal to send all communications under or in connection with these Terms and any Portal Agreement. Any communication that appears to Orbian to have been sent or entered into the Orbian Portal by a User are as valid, enforceable and legally binding on the Customer as if manually executed and delivered in written form, and Orbian is entitled to rely thereon irrespective of any error or fraud contained in the communication or the identity of the individual who sent the communication, except to the extent that such error or fraud or use of the Orbian Portal by an unauthorized third party is the direct and proximate result of an exclusive failure by Orbian to use commercially reasonable security measures to prevent unauthorized access to the Orbian Portal.

A2.5      IT Acknowledgements. The Customer and each User acknowledges and agrees that: (a) there will be downtime from time to time when the Orbian Portal cannot be accessed due to scheduled maintenance and (b) the Customer is responsible for providing and maintaining, and Orbian has no liability or responsibility in respect of, computer equipment or utility services utilized to use or maintain a link to the Orbian Portal.

A3          Representations and Warranties

A3.1      Representations and Warranties of the Customer. The Customer represents and warrants that: (a) it shall comply with all relevant laws and regulations applicable to these Terms and any Portal Agreement including, without limitation, all applicable sanctions and export control laws; and (b) all business information provided by the Customer and any User is accurate, up-to-date and truthful.

A3.2      Representations and Warranties of Orbian. Orbian represents and warrants that: (a) it has and will continue to have free and clear title (including all proprietary rights) to the Orbian Portal and the right to permit Users to access and use the Orbian Portal and (b) use of the Orbian Portal will not infringe any patent, trademark, copyright or other proprietary right of any third party. No other representation, nor warranty is given.

A4.         Breach.

Orbian reserves the right to take one or more of the following actions in the event of any actual or suspected breach of these Terms or of the Portal Agreement: (a) temporarily suspend a Customer’s and/or User’s access to the Orbian Portal; (b) permanently prohibit a Customer and/or User from accessing the Orbian Portal; (c) block computers using a Customer’s and/or User’s IP address from accessing the Orbian Portal; and/or (d) commence legal action against a Customer and/or User.

A5.         Customer Indemnity

The Customer agrees to indemnify Orbian from and against any and all claims, damages, expenses, costs, losses and liabilities including, without limitation, reasonable attorneys’ fees (hereinafter “Losses”) arising out of or in any way relating to reliance by Orbian on any communication that appears to have been sent or entered into by a Customer and/or a User or as a result of any communication containing information or material which is unlawful except to the extent that such Losses are caused by the gross negligence or wilful misconduct of Orbian.