Orbital

Orbital Professional Services Agreement

Date of agreement: 26 February 2025

This Professional Services Agreement (the “Agreement”), including any exhibits, schedules, appendices, and addenda, governs the provision of professional services by Notional Technology Ltd, a company incorporated in England and Wales with company number 11059172 and registered office at Suite 99, Milton Keynes Business Centre, Milton Keynes, MK14 6GD, United Kingdom (“Notional”), trading as Orbital.

By commissioning services from Notional—whether by executing a Statement of Work (“SOW”), accepting a quote, submitting a purchase order referencing this Agreement, or by making payment against an associated invoice—the customer (“Customer”) agrees to be bound by the terms of this Agreement as of the date of such acceptance (the “Effective Date”).

In the absence of a separately executed Professional Services Agreement between Notional and the Customer, this Agreement shall apply and govern all services provided.

By accepting a quote, executing a Statement of Work, submitting a purchase order, or making payment against an associated invoice, the individual acting on behalf of the Customer represents and warrants that they have the authority to bind the Customer and its affiliates to this Agreement. If the individual does not have such authority, or does not agree to these terms, the Customer must not proceed with commissioning services from Notional.

1. Definitions

“Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.

“Authorised Partner” is a reseller or distributor that is enabled and authorised by Notional to sell Professional Services to be delivered by Notional subject to supplemental terms, conditions and partner program requirements.

“Change Order” means any change to an SOW or Order Form, as applicable, as described in Section 2.2 below. Upon the parties’ mutual execution of a Change Order, it will be deemed incorporated by reference in the applicable SOW or in the absence of an SOW, within the Order Form, as applicable.

“Customer Content” is all information, content and data provided by or on behalf of Customer or made available or otherwise utilised in the provisioning of the Professional Services.

“Developments” means Improvements to Notional’s Pre-Existing Work, new technology, written materials, or other deliverables under this Agreement but excluding any Pre-Existing Work.

“Fees” are those rates and fees set forth within the Order Form or SOW as applicable.

“Improvements” means all modifications and derivative works to Pre-Existing Works resulting from the Professional Services contemplated by this Agreement.

“Order Form” is a transactional document that includes a description of the Professional Services being purchased, a SOW, the applicable Fees, payment terms, and other transaction details.

“Pre-Existing Work” means all rights, title and interest in and to a party’s technology and Confidential Information, including all intellectual property rights imbued to a party as of the Effective Date of this Agreement, or as applicable, the effective date of any SOW or Order Form.

“Professional Services” means the Notional services offerings including, without limitation, implementation, configuration, consulting, or training services to be provided to Customer under any applicable SOW or Order Form.

“SOW” means a written statement of work executed by Notional and Customer describing Professional Services to be provided hereunder setting forth the time and materials-based objectives (unless otherwise stated as a fixed-fee) including, without limitation, project-specific activities and estimated level of effort. An SOW may be entered into, or incorporated within an Order Form, by and between Customer and Notional, any Notional Affiliate, or an Authorised Partner.

“Subscription Agreement” means the separate agreement between Notional and Customer governing the parties’ rights and obligations with respect to the Subscription Products.

“Subscription Products” means software, and other branded offerings made available by Notional or its Affiliate(s), including but not limited to, Notional’s “Orbital” platform offered as self-managed Software or as hosted SaaS Software and as more fully described and defined in Notional’s Subscription Agreement, and Notional’s “Taxi” language, offered as source and binaries as published at both https://github.com/taxilang/taxilang and https://gitlab.com/taxi-lang/taxi-lang. Notwithstanding the foregoing, all Professional Services purchased under an Order Form as referenced herein are purchased separately from the Subscription Products and all references to “Order Form” herein shall not apply in any way to any Subscription Products, including without limitation, with respect to payment obligations and termination rights.

2. Professional Services

  1. The Professional Services will be provided on a time and materials basis unless otherwise mutually agreed by the parties in writing such as in a mutually executed Order Form or SOW as applicable. Customer shall reimburse Notional for approved expenses reasonably incurred in the performance of Professional Services, provided Notional shall provide valid receipts and other reasonable substantiation to Customer upon request. Notional may provide the Professional Services through its third-party contractors but, in all such cases, Notional will remain responsible for such contractor’s performance pursuant to the terms hereunder.

  2. If the parties desire to make changes to an Order Form or SOW during the engagement to address changes in scope or cost, the parties will complete and execute a Change Order. Customer acknowledges that it may need to purchase additional Professional Services if not completed within any estimated time frames as presented within an Order or SOW.

  3. This Agreement is limited to Professional Services and does not convey any right to use Subscription Products. Any use of Subscription Products by Customer will be governed by Notional’s Subscription Agreement or other separate agreement entered into by the parties explicitly governing such rights and obligations. Customer agrees that its purchase of Professional Services is not contingent on:

    1. the delivery of any future Subscription Products functionality or features, other than any deliverables as set forth and subject to the terms of the applicable SOW or Order Form; or
    2. on any oral or written public comments by Notional regarding future Subscription Products’ functionality or features.

3. Customer Cooperation

  1. Customer will reasonably cooperate and use good faith efforts with Notional to facilitate the performance of the Professional Services which shall include, but not be limited, to the following:

    1. assigning a project manager with the requisite skills and training to serve as Customer’s primary point of contact;
    2. allocating sufficient resources to ensure Customer’s ability to meet its obligations;
    3. establishing the overall project direction, including assigning and managing the Customer’s project personnel team; and
    4. providing Notional with, or access to, such facilities (if applicable), equipment and support as are reasonably necessary for Notional to provide Professional Services, including remote access to the hardware and systems software configuration on which Notional supports use of the Subscription Products licensed by Notional to Customer.

4. Ordering Process

  1. This Agreement applies to Professional Services that the Customer purchases directly from Notional, a Notional Affiliate, or from an Authorised Partner. Notional will provide the Professional Services in exchange for the Fees specified in a Statement of Work (SOW), quote, purchase order, or other transaction document (each, an “Order”).

  2. An Order may be accepted by Notional in writing, through the commencement of service delivery, or by issuing an invoice. Customer’s acceptance of this Agreement and any Order may be evidenced by any of the following actions:

    1. executing a physical or electronic signature on an SOW or Order Form;
    2. clicking “accept,” “agree,” or similar affirmative action on any electronic interface;
    3. submitting a purchase order that references this Agreement;
    4. making payment against any invoice for Professional Services;
    5. requesting or permitting commencement of Professional Services; or
    6. any other conduct that demonstrates acceptance of the terms herein.

  3. Customer acknowledges that electronic acceptance methods, including electronic signatures, email confirmations, and online acceptance, are valid and binding. Customer waives any right to challenge the validity of this Agreement based on the electronic nature of its acceptance or the absence of physical signatures.

5. Term and Termination

  1. The Agreement commences on the Effective Date and continues until it is terminated in accordance with this Section 5.

  2. Either party may terminate this Agreement upon fifteen (15) days’ prior written notice to the other party hereto. Unless otherwise stated herein, termination of this Agreement shall not affect any Professional Services currently being delivered under an SOW or Order Form, and this Agreement shall remain in full force and effect until the completion thereof.

  3. Either party may terminate this Agreement and/or any SOW or Order Form executed between the parties if:

    1. the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice; or
    2. the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

  4. Notional may (at its sole discretion) suspend delivering Professional Service if Customer breaches the terms of Section 6 (Payment of Fees) until such breach is remedied.

  5. In the event this Agreement is terminated by Customer in accordance with Section 5.3, Notional will refund to Customer a prorated amount equal to pre-paid Fees for the unused portion of Professional Services as of the termination date, if any. If this Agreement is terminated by Notional in accordance with this Section 5, Customer will pay (if applicable) any and all unpaid Fees due and payable as of the date of termination, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to Notional for the Professional Services performed in the period prior to the effective date of termination

  6. Except as explicitly provided for herein, upon termination of this Agreement (or any SOW or Order Form as applicable) Customer shall not be entitled to any refund or credit.

6. Payment of Fees

  1. Unless otherwise stated in the applicable SOW or Order Form, Notional will invoice Customer for Professional Services as rendered on a time and materials basis, provided any fixed fee Professional Services shall be paid upfront in full and shall be non-cancellable. Customer will pay Notional the applicable Fees without any right of set-off or deduction. All payments will be made in accordance with the payment details stated within the applicable Order Form or SOW. If not otherwise specified, all Fees will be due and payable within thirty (30) days of Customer’s receipt of an invoice. Except as expressly set forth in this Agreement, all Fees paid or due hereunder (including prepaid amounts) are non-refundable.

  2. Any unpaid late Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of any and all taxes or duties, now or hereafter imposed by any governmental authority, including, but not limited to any national, state or provincial tax, sales tax, value-added tax, property and similar taxes, if any. Fees under this Agreement shall be paid without any withholding or deduction. In the case of any deduction or withholding requirements, Customer will pay any required withholding itself and will not reduce the amount to be paid to Notional on account thereof.

7. Confidentiality

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Confidential Information”). Such Confidential Information shall be either:

    1. identified as confidential at the time of disclosure; or
    2. the nature of such information and/or the manner of disclosure are such that a reasonable person would understand it to be confidential.

  2. The Receiving Party agrees:

    1. not to divulge to any third person any such Confidential Information;
    2. to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement; and
    3. to take the same security precautions to protect against disclosure or unauthorised use of such Confidential Information that the party takes with its own confidential information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information.

  3. The Disclosing Party agrees that Section 7.2 will not apply with respect to any information for which the Receiving Party can document:

    1. is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; or
    2. was in its possession or known by it prior to receipt from the Disclosing Party; or
    3. was rightfully disclosed to it without restriction by a third party; or
    4. was independently developed without use of any Confidential Information of the Disclosing Party.

  4. The parties’ obligations with respect to the protection of Confidential Information shall remain in force for a period three (3) years following the receipt of such Confidential Information and shall survive any termination or expiration of this Agreement.

  5. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party, when legally possible, reasonable prior notice of such disclosure to allow the Disclosing Party to contest such order.

  6. Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of this Section 7 and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.

  7. Both parties will have the right to disclose Confidential Information in connection with:

    1. a required filing to a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order); or
    2. disclosures made to potential investors or acquirers, provided that at all times the Confidential Information shall be protected in a manner no less stringent as set forth in this Section 7.

8. Proprietary Rights

  1. Each party will retain all rights, title and interest in their Pre-Existing Works. Except as explicitly set forth herein each party reserves all intellectual property rights not expressly granted to the other party, and no right, title or interest in a party’s Pre-Existing Works are transferred to the other party. Further, this Agreement does not contemplate Professional Services for the provision of any Improvements to Customer’s Pre-Existing Works, and any such deliverable will be subject to separate terms and conditions as to be mutually and explicitly identified and agreed between the parties in a fully executed SOW, or other form of written agreement.

  2. To the extent applicable, Customer hereby grants Notional a non-transferable, non-exclusive, world-wide and royalty free licence to use Customer’s Pre-Existing Works necessary to provide the Professional Services under this Agreement. To the extent Notional Pre-Existing Works or Developments are incorporated into the Professional Services or deliverables provided under this Agreement, such Notional Pre-Existing Works and Developments are provided to Customer in a non-transferable, non-exclusive, world-wide and royalty free licence to use solely for Customer’s internal business purposes subject to the applicable licence agreement(s) governing Customer’s use of Notional’s Subscription Products, and expressly conditioned on Customer’s compliance with the terms of such agreement(s). Notwithstanding the foregoing, Customer will own the portion of any deliverable provided to Customer in tangible form consisting of written reports, analyses, architecture diagrams, project plans and similar working documents.

  3. For the avoidance of doubt, Notional is not restricted from developing, implementing, marketing or selling services or deliverables for other customers or projects that are similar to the Professional Services or deliverables provided under this Agreement.

    Further, any Developments that constitute Improvements to Notional’s Pre-Existing Works resulting from the provision of the Professional Services hereunder will be owned by Notional and Customer will execute and deliver to Notional any documents reasonably necessary to vest in Notional all right, title and interest therein subject always to the terms of any applicable open source licence.

    Notional does not claim ownership of any Improvements to Customer’s Pre-Existing Works unless otherwise expressly agreed in writing.

9. Limited Warranty

  1. Notional represents and warrants that its provision of Professional Services under an SOW or Order Form, as applicable, will be rendered in a professional and workmanlike manner. If Notional fails to meet the foregoing warranty, upon Customer’s written notice within ninety (90) days after completion of the applicable Professional Services, Notional will at its option and expense either:

    1. re-perform and correct of the nonconforming Professional Services within thirty (30) days; or
    2. provide a plan for correcting the nonconforming Professional Services within such thirty (30) day period.

  2. If the nonconforming Professional Services are not corrected, or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement, or the respective SOW, and receive a pro-rata refund for any pre-paid, unused portion of the Professional Services. The foregoing represents Customer’s sole and exclusive remedy for a breach of this Section 9.1

  3. The warranties in this Agreement are void to the extent caused by Customer’s:

    1. alteration or modification of the Professional Services not otherwise directed by Notional or its authorised representatives in writing;
    2. failure to meet its obligations set forth in this Agreement or an SOW including, without limitation, those set forth in Section 3 (Customer Cooperation) above, to enable the provision of the Professional Services.

  4. WARRANTY DISCLAIMER. SECTION 9.1 SET FORTH NOTIONAL’S EXCLUSIVE WARRANTY WITH REGARD TO THE PROFESSIONAL SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES. NOTIONAL DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTIONAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PROFESSIONAL SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

  2. TO THE EXTENT PERMITTED BY APPLICABLE LAW THE TOTAL LIABILITY OF EACH PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE THE FEES PAID OR PAYABLE TO NOTIONAL HEREUNDER IN ONE YEAR PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

11. Indemnification

  1. Customer and Notional agree to indemnify (“Indemnifying Party”) and shall hold harmless (including payment of reasonable attorneys’ fees) each other, their corporate affiliates, and any employee or agent thereof (each of the foregoing being hereinafter referred to individually as “Indemnified Party”) against all liability to third parties (other than liability solely the fault of the Indemnified Party) arising from or in connection with an Indemnifying Party’s performance of any Services under this Agreement, but solely to the extent that such liability is directly attributable to such Indemnifying Party except where liability results from the gross negligence or knowing and willful misconduct of the Party to be indemnified.

  2. An Indemnifying Party’s obligation to indemnify any Indemnified Party will survive the expiration or termination of this Agreement by either Party for any reason. The foregoing indemnities shall be subject to (1) the Indemnifying Party having sole control of the defence of such action at their option, (2) the Indemnified Party notifying the Indemnifying Party immediately upon learning of any claim to which the foregoing obligations will apply, and (3) the Indemnified Party providing all reasonable assistance requested by the Indemnifying Party (at the Indemnifying Party’s expense) with respect thereto.

12. Non Solicitation

  1. Customer and Notional agree not to directly solicit employees who are currently employed (or who were employed in the last twelve (12) months) by the other Party unless written permission is obtained from the other Party. This provision shall remain in effect for a period of twelve (12) months after termination of this Agreement.

  2. Customer agrees not to directly solicit any subcontractors used by Notional in the course of doing business with Customer unless written permission is obtained from Notional. This provision shall remain in effect for a period of two (2) years after termination of this Agreement.

  3. Either party who commits any breach of this clause, shall, on demand, pay to other party a sum equal to one year’s basic salary that was payable by the non-breaching party to the Restricted Person plus the recruitment costs incurred by the non-breaching party in replacing such person.

  4. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate business interests of both parties.

13. Governing Law and Jurisdiction

  1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

14. Force Majeure

  1. Notional and Customer will not be liable for any default or delay in the performance of the Professional Services contemplated hereunder, excluding any payments obligations, to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, explosions, elements of nature, acts of God, acts or regulations of government bodies, nuclear, chemical or biological contamination, court orders arising out of circumstances other than a breach of this Agreement by the Non-performing Party (as defined below), acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labour difficulties, epidemics or by any other event or circumstance that is beyond the reasonable control of Notional or Customer. The party that is unable to perform shall be referred to as the “Non-performing Party.” Such an event or circumstance giving rise to the default or delay is hereby referred to as a “Force Majeure Event.” The Non-performing Party will be excused from any further performance obligations affected by such Force Majeure Event, other than any payment obligations due hereunder, for as long as such Force Majeure Event continues and the Non-performing Party continues to use commercially reasonable efforts to resume performance. Except as expressly excused in this Section 14, each party will continue to perform its respective obligations under this Agreement during a Force Majeure Event.

15. General

  1. No variation or modification of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

  2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  3. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  4. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  5. This Agreement, along with any Order Form or SOW that incorporates this Agreement by reference, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer’s purchase order or other document will be incorporated into or form any part of this Agreement, and all such terms are void and rejected by Notional. To the extent of a conflict as between the following documents, such conflict shall be resolved in the following order of precedence:

    1. an SOW;
    2. an Order Form;
    3. this Agreement unless the parties explicitly agree otherwise as evidenced in a writing executed by the parties’ authorised representatives.

  6. Neither party shall, without the prior written consent of the other party, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

  7. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  8. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

  9. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.

  10. The relationship of Notional and Customer is that of independent contractors. There is no relationship of agency, partnership, joint venture, or employment created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.

  11. All provisions of this Agreement that by their nature should survive termination will survive termination including, without limitation, the sections titled “ Term and Termination,” “Payment of Fees,” “Confidentiality,” “Warranty Disclaimer,” “Limitations of Liability,” and “General.”

  12. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all, or substantially all, of its business or assets to which this Agreement relates.

  13. Notional may update this Agreement from time to time. The version in effect at the time of order acceptance will govern that specific engagement.