These Terms of Engagement (“Terms”) set out the general basis on which Grey Orbits (“Grey Orbits”, “we”, “us”, or “our”) provides advisory, education, due diligence, and incubation services to clients. These Terms apply alongside any specific engagement letter, statement of work, or proposal agreed between Grey Orbits and the client (“Engagement Documents”). In the event of any conflict, the Engagement Documents prevail.

These Terms also govern your general use of the website greyorbits.com (the “Site”) in the context of evaluating or initiating an engagement.

1. Nature of Engagement

Grey Orbits provides professional advisory services at the intersection of technology, cybersecurity, and risk, with particular focus on Artificial Intelligence governance, post-quantum cryptography, digital currencies, and emerging technology risk. Our services include:

• Advisory Services, including board papers, executive briefings, and enterprise risk frameworks.
• Startup Incubation, supporting founders in cybersecurity, AI governance, and digital infrastructure.
• Technology Due Diligence for investors and acquirers.
• Executive and Board Education, including workshops, masterclasses, and immersion programmes.

Each engagement is defined by Engagement Documents that specify scope, deliverables, timing, fees, and any engagement-specific terms.

2. Professional Standing and Disclaimers

Grey Orbits is an independent advisory practice. We are not a law firm, an accounting firm, or a regulated financial advisory firm. We do not provide:

• Legal advice. Where matters of law arise in the course of our work, we recommend that the client seek advice from a qualified legal adviser in the relevant jurisdiction.
• Audit, assurance, or attestation services.
• Investment advice, securities recommendations, or regulated financial advice within the meaning of the Singapore Financial Advisers Act or equivalent legislation in any other jurisdiction.
• Tax advice.

Our work draws on best practice frameworks, current research, and the founder’s experience as a practitioner and educator. It is provided in good faith but does not constitute a guarantee of any specific outcome.

3. Scope, Variations, and Out-of-Scope Work

The scope of each engagement is set out in the Engagement Documents. Any change to scope, additional work, or extension of timelines requires written agreement between the parties. Out-of-scope requests will be discussed and, where accepted, documented as a scope variation with corresponding fee adjustment.

4. Fees and Payment

Fees, payment milestones, and currency (typically Singapore Dollars unless otherwise specified) are set out in the Engagement Documents. Unless agreed otherwise:

• Invoices are payable within 30 days of issue.
• Out-of-pocket expenses reasonably incurred in the course of an engagement are billed at cost.
• Goods and Services Tax (GST), where applicable, will be added.

Overdue amounts may attract interest at a reasonable commercial rate and may result in suspension of services pending settlement.

5. Confidentiality

Each party agrees to keep confidential any non-public information received from the other in the course of an engagement and to use it only for the purposes of the engagement. Confidentiality obligations survive termination of the engagement. They do not apply to information that is:

• Already in the public domain other than through a breach of these Terms.
• Lawfully received from a third party without confidentiality obligations.
• Independently developed without reference to the disclosing party’s confidential information.
• Required to be disclosed by law, regulation, or competent authority.

Where a specific Non-Disclosure Agreement is signed in connection with an engagement, that agreement prevails over this clause to the extent of any conflict.

6. Intellectual Property

Grey Orbits Pre-Existing IP. All frameworks, methodologies, templates, tools, and intellectual property developed by Grey Orbits before, during, or independently of an engagement, including the PETALS™ Framework for AI Governance and the Cybersecurity Model for Startups, remain the sole property of Grey Orbits. Their application to a specific client engagement does not transfer ownership.

Client Deliverables. Subject to payment of all fees due, the client receives a non-exclusive, non-transferable, internal-use licence to the specific deliverables produced for the engagement. The client may use deliverables for their own internal business purposes. Deliverables may not be republished, redistributed, or commercially exploited without our prior written consent.

Client Data and IP. Information and intellectual property provided by the client remains the property of the client. We use such material only for the purposes of the engagement.

7. Limitation of Liability

To the maximum extent permitted by law:

• Our total aggregate liability arising out of or in connection with any engagement, whether in contract, tort (including negligence), or otherwise, is limited to the fees paid by the client to Grey Orbits under the relevant Engagement Documents in the twelve months preceding the event giving rise to the claim.
• We are not liable for any indirect, consequential, special, or punitive damages, including loss of profits, loss of business opportunity, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law.

8. Independence and Conflicts

Grey Orbits maintains its independence and exercises care to avoid material conflicts of interest. Where a potential conflict is identified, we will disclose it and discuss the appropriate course of action with the client before proceeding.

We may engage independent contractors, associates, or partners to support the delivery of an engagement. The use of such resources will be consistent with the scope of the engagement and subject to equivalent confidentiality obligations.

9. Term and Termination

Each engagement runs for the period specified in the Engagement Documents. Either party may terminate an engagement:

• On the notice period specified in the Engagement Documents, or, where no such period is specified, on thirty (30) days’ written notice.
• Immediately, in the event of a material breach by the other party that is not remedied within fifteen (15) days of written notice.

On termination, the client remains liable for all fees and expenses incurred up to the date of termination, including for work in progress.

10. Governing Law and Jurisdiction

These Terms, and any engagement carried out under them, are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore in respect of any dispute arising out of or in connection with these Terms or any engagement, save that we reserve the right to bring proceedings in any other jurisdiction where the client is located or holds assets.

11. General

Notices. Notices under these Terms should be sent in writing to support@greyorbits.com or to the postal address specified in the Engagement Documents.

Entire Agreement. These Terms together with the Engagement Documents constitute the entire agreement between the parties in respect of the relevant engagement.

No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

Severability. If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force.

12. Contact

For questions about these Terms, or to discuss an engagement, please contact:

Grey Orbits Email: support@greyorbits.com Singapore

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These Terms are provided as a general framework. The terms specific to any particular engagement are set out in the Engagement Documents agreed for that engagement.