Terms of Use & Engagement.

In these Terms, the following capitalised terms have the meanings given:

Headings are for convenience only and do not affect interpretation. References to “including” mean “including without limitation”. The singular includes the plural and vice versa. A reference to a statute includes its subordinate legislation and any amendment or re-enactment.

These Terms apply to all users of the Website and, together with any Engagement, to all Clients. In the event of conflict between these Terms and a signed Engagement, the Engagement prevails to the extent of the conflict for the subject matter of that Engagement.

By accessing the Website, submitting the enquiry form, or otherwise communicating with ORR with a view to obtaining Services, you confirm that you have read, understood, and agree to be bound by these Terms and by the Privacy Policy and Disclaimer, which are incorporated by reference.

You represent and warrant that you are at least 18 years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into a binding agreement. Where you act on behalf of a company or other entity, you represent that you are authorised to bind that entity, and “you” and “Client” refer to that entity.

ORR may update these Terms at any time by posting a revised version on the Website. Changes take effect when posted. Your continued use of the Website or continued Engagement after changes are posted constitutes acceptance. For active Engagements, the version of these Terms in force at the commencement of the Engagement governs that Engagement unless the parties agree otherwise in writing.

ORR is a business-structuring consultancy. ORR helps early-stage founders build the commercial, market, operational, and governance structure a business needs to operate. ORR is not a regulated professional-services firm, and the scope of what ORR provides is deliberately and expressly limited.

The Services consist of consulting on, designing, and helping to implement business structure — comprising some or all of business structure, market structure, operating structure, and governance structure — as scoped in an Engagement. The precise scope, deliverables, sequence, and fees for any Services are defined in the applicable Engagement and not by the Website.

Where the Services touch on matters that have legal, tax, regulatory, or financial dimensions, ORR provides general, structural, and operational input only. Such input is not, and must not be relied upon as, legal, tax, financial, or other regulated professional advice. You are solely responsible for obtaining independent advice from a suitably qualified and licensed professional in the relevant jurisdiction before acting. See the Disclaimer.

Any reference on the Website or in ORR Materials to “compliance”, “governance”, “legal entity”, “contracts”, “regulatory”, or similar concepts describes areas of structural work and general information only. It does not represent that ORR performs regulated professional services in those areas.

A relationship under which ORR provides Services arises only upon execution of an Engagement by both parties. Nothing on the Website, no proposal, and no initial conversation constitutes an offer capable of acceptance so as to bind ORR to provide Services.

You should not send ORR confidential or sensitive information through the Website enquiry form or before an Engagement is in place. Information you provide before an Engagement is in place is not treated as Confidential Information and is received on a non-confidential basis, except to the extent required by Applicable Law or the Privacy Policy.

Subject to these Terms, ORR grants you a limited, revocable, non-exclusive, non-transferable licence to access and view the Website for your own lawful, internal, informational purposes. You must not, and must not permit any third party to:

• copy, reproduce, republish, distribute, sell, licence, or commercially exploit any part of the Website or ORR Materials except as expressly permitted in clause 06;
• use any automated means (including scraping, crawling, or harvesting) to access, extract, or index the Website, or use the Website or its content to train, fine-tune, or develop any machine-learning or artificial-intelligence model, except with ORR’s prior written consent;
• interfere with, disrupt, probe, or circumvent the security or integrity of the Website or any connected systems;
• use the Website to transmit unlawful, infringing, defamatory, or malicious material; or
• misrepresent your identity or affiliation, or use the Website in any way that is unlawful, fraudulent, or harmful.

ORR may suspend, restrict, or withdraw all or part of the Website, or your access to it, at any time and without notice or liability.

All intellectual property rights in the Website, the ORR Materials, and the ORR name, logo, and brand elements are owned by or licensed to ORR and are protected by law. Nothing in these Terms transfers any such rights to you.

ORR’s frameworks, methodologies, diagnostic logic, templates, and know-how are pre-existing intellectual property of ORR. They remain ORR’s property regardless of whether they are used, adapted, or embodied in Deliverables produced for you.

Deliverables. On full payment of all fees due for the relevant Engagement, and unless the Engagement states otherwise, ORR grants you a perpetual, non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables solely for your own internal business purposes. Title in any underlying ORR Materials, frameworks, or methodologies is retained by ORR and is not assigned to you.

You must not resell, redistribute, publish, sublicense, or make available to any third party any ORR Materials, Deliverables, templates, or resources, whether free or paid, except in the ordinary internal operation of your own business.

Resources published in the ORR resource library are made available for general informational use only. Free resources may be used internally; they may not be republished, repackaged, or commercially exploited. Paid resources are licensed on the terms accompanying them.

If you provide ORR with feedback, suggestions, or ideas, you grant ORR a perpetual, irrevocable, royalty-free, worldwide licence to use them for any purpose without obligation or attribution to you.

ORR provides Services only under an Engagement that sets out the scope, deliverables, sequence, and fees. The Engagement, together with these Terms, forms the entire agreement for those Services.

Any timelines, estimates, roadmaps, phase descriptions, or indicative fees provided before or outside an Engagement are non-binding and for discussion only. They do not constitute a fixed quotation or a commitment to provide Services.

ORR is under no obligation to accept any prospective Client or to provide Services, and may decline any enquiry or engagement at its discretion. ORR keeps its engagements deliberately few and may decline work on that basis alone.

Statements on the Website — including descriptions of how ORR works, phases, and pricing philosophy — are marketing information. They do not form part of any contract unless expressly incorporated into an Engagement.

You are responsible for the accuracy, completeness, and lawfulness of all information, materials, and instructions you provide to ORR. ORR is entitled to rely on them without independent verification, and is not liable for any loss arising from information that is inaccurate, incomplete, out of date, or misleading.

You acknowledge that ORR’s Services, Deliverables, and any output of the Structure Brief are based on the information you provide and on general structural and operational principles, and are not a substitute for independent professional advice tailored to your circumstances.

All decisions concerning your business, and all responsibility for implementing, operating, and complying with any structure, remain with you. You retain sole and ultimate responsibility for your own legal, tax, regulatory, and compliance obligations, and for obtaining any licence, registration, or approval your business requires.

You agree to cooperate with ORR, to make available the people, information, and access reasonably required for the Services, and to perform your obligations under any Engagement in a timely manner. Delays or failures on your part may affect timelines and fees. You will use the Deliverables and any ORR input lawfully and only for legitimate business purposes.

Fees for Services are set out in the applicable Engagement. Where ORR works in phases, each phase is scoped and priced separately, and both scope and cost are agreed in writing before that phase begins.

Any reference to a phase carrying a “nominal fee” or potentially “no fee” is a description of ORR’s approach, not a binding offer. The fee for any phase is fixed only when set out in an accepted Engagement.

Unless the Engagement states otherwise, fees are exclusive of applicable taxes, duties, and levies, which you are responsible for paying. Fees are payable in the currency and on the schedule stated in the Engagement.

Except where required by Applicable Law or expressly agreed, fees are non-refundable once the corresponding work has commenced. ORR may suspend or cease work, and may withhold Deliverables, where undisputed fees are overdue. Where permitted by Applicable Law, overdue amounts may accrue interest and ORR may recover reasonable costs of collection.

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) under an Engagement that is marked or would reasonably be understood to be confidential, including business plans, financial information, ORR Materials, and Deliverables.

The Recipient will keep the Discloser’s Confidential Information confidential, use it only for the purposes of the Engagement, and not disclose it to third parties except to its personnel and advisers who need to know it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was known to the Recipient without obligation before disclosure, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information to the extent required by Applicable Law or a competent authority, giving prior notice where lawfully permitted.

As stated in clause 04, information submitted through the Website or before an Engagement is in place is not Confidential Information under this clause. Each party’s confidentiality obligations survive termination for so long as the information remains confidential.

ORR processes personal data in accordance with its Privacy Policy and Applicable Law. Where ORR processes personal data on your behalf in the course of an Engagement, ORR does so as your processor / on behalf of the data fiduciary, and the parties will enter into a data-processing agreement where required by Applicable Law.

You are responsible for ensuring that any personal data you provide to ORR has been collected and may lawfully be shared and processed for the purposes of the Engagement, and for issuing any notices and obtaining any consents required from the individuals concerned.

ORR provides its Services with reasonable care and skill. Beyond that standard, ORR gives no warranty as to results and, in particular, does not warrant or guarantee any specific outcome, level of revenue, regulatory approval, compliance status, funding, or business success. Any examples, projections, or aspirational statements are illustrative only.

ORR is not responsible for third-party products, services, tools, platforms, or content referred to, linked, or integrated in connection with the Website, ORR Materials, or Services.

This clause allocates risk between the parties and is a fundamental basis of the bargain. ORR’s fees are set on the basis of the limits below.

ORR is not liable for any loss to the extent it arises from information provided by you that was inaccurate, incomplete, or out of date, from your acts or omissions, from your failure to obtain independent professional advice, or from your reliance on the Website, ORR Materials, or the Structure Brief as a substitute for such advice.

ORR’s liability to indemnify you, where any such obligation is agreed in an Engagement, is limited to claims to the extent directly caused by ORR’s own negligence or wilful misconduct, and is subject to the limitations in clause 13. No party has a duty to defend broader than its duty to indemnify.

The party seeking indemnity will give prompt written notice of the claim, allow the indemnifying party to control the defence and settlement (provided any settlement does not impose non-indemnified obligations on the indemnified party), and provide reasonable cooperation.

The Website and Services may reference or rely on third-party content, links, tools, or service providers. ORR does not control and is not responsible for third-party materials or services, and their inclusion is not an endorsement. Your use of any third-party service is governed by that third party’s terms.

ORR is not liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, civil unrest, governmental action, failure of utilities or telecommunications, or failure of third-party providers. Affected obligations are suspended for the duration of the event.

These Terms apply while you use the Website and, in respect of Services, for the duration of each Engagement.

Either party may terminate an Engagement as provided in that Engagement. ORR may suspend or terminate an Engagement, and may suspend or withdraw your access to the Website, with immediate effect where you materially breach these Terms or an Engagement, fail to pay undisputed fees, or where continued performance would be unlawful.

On termination, you must pay all fees due for work performed up to the date of termination. Clauses that by their nature should survive — including 06, 08, 10, 11, 12, 13, 14, 19, 20, and 21 — survive termination.

You may not assign, transfer, or subcontract your rights or obligations without ORR’s prior written consent. ORR may assign these Terms and may engage subcontractors to perform any part of the Services, remaining responsible for their performance.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by the laws of India, without regard to conflict-of-laws principles.

Subject to clause 20, the courts of India have exclusive jurisdiction, and each party submits to that jurisdiction.

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through senior-level negotiation for a period of at least thirty (30) days after written notice of the dispute.

If the dispute is not resolved, the parties will refer it to [mediation / arbitration — body & rules], seated in India and conducted in English. [If arbitration is chosen, state whether the award is final and binding.]

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction, including to protect Confidential Information or intellectual property.

To the extent permitted by Applicable Law, each party agrees that disputes will be resolved on an individual basis and waives any right to participate in a class or representative proceeding. [This waiver is not enforceable in all jurisdictions — confirm before relying on it.]

• Entire agreement. These Terms, together with the Privacy Policy, the Disclaimer, and any applicable Engagement, are the entire agreement between the parties on their subject matter and supersede all prior discussions and representations. Neither party has relied on any statement not set out in these documents, save that nothing limits liability for fraud.
• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions continue in force.
• Waiver. No failure or delay in exercising a right is a waiver of it, and no single or partial exercise precludes further exercise.
• No partnership or agency. Nothing creates a partnership, joint venture, employment, or agency relationship between the parties.
• No third-party rights. A person who is not a party has no right to enforce these Terms, except that ORR’s personnel and subcontractors may enforce clauses 13 and 14.
• Notices. Notices must be in writing and sent to the contact details in clause 22 or in the Engagement.
• Language. These Terms are drafted in English; any translation is provided for convenience and the English version prevails.

Questions about these Terms may be sent to contact@orrhq.com.

These Terms of Use & Engagement are a legal contract and do not themselves constitute legal advice.