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Terms and Conditions

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Terms and Conditions

The following Terms and Conditions apply to all products and services provided by Digital Panda (hereinafter referred to as ‘DIGITAL PANDA’ unless otherwise stated within the relevant section of these Terms and Conditions).

Acceptance

  1. Any purchase or use of DIGITAL PANDA’s services means the Client has accepted these terms and conditions in full.
  2. It is not necessary for any Client to have signed an acceptance of these terms and conditions in order for them to apply.
  3. These terms and conditions are available on DIGITAL PANDA’s website.

Charges

  1. Charges for services to be provided by DIGITAL PANDA are defined in the project quotation that the Client receives via email. Quotations are valid for a period of 30 days. DIGITAL PANDA reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
  2. All prices quoted are subject to VAT (unless specified otherwise).
  3. Payment is generally split into 2 phases. (For larger projects, we will discuss milestones and deposit amounts)
  • 50% deposit in advance of commencement of the project. All deposits are non-refundable.
  • 50% on completion of the project
  1. Payment for services is due by cheque, card payment, cash or bank transfer. Cheques should be made payable to Digital Panda Websites Ltd and sent to Digital Panda, 1 -3  Kings Road, Sutton Coldfield, B73 5AB. Bank details will be made available on invoices.
  2. If additional images, designs or services are required, the costs will be agreed and charged as extra.

Project Progression, Lead Times and Sign Off

  1. DIGITAL PANDA will only commence work on a project once a deposit of (generally) 50% of the total amount due has been received from the Client.
  2. The Client agrees to delegate a single individual as a primary contact to aid DIGITAL PANDA with progressing any project in a satisfactory and expedient manner.
  3. The Client agrees to provide DIGITAL PANDA with a designated email address for the purposes of communication regarding any project or services and sign off thereof.
  4. The Client agrees to provide DIGITAL PANDA with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
  5. The Client acknowledges that all completion dates and lead times provided by DIGITAL PANDA regarding a project are advisory only and that DIGITAL PANDA cannot guarantee project completion dates or lead times.
  6. At the completion of the project, the Client will be asked to provide ‘sign off’. At this time the remainder of the amount due will become payable.
  7. If ‘sign off’ confirmation is not received from the Client within seven (7) days of the date of notification from DIGITAL PANDA, ‘sign off’ will be deemed to have been provided and the project approved by the Client.
  8. If at ‘sign off’ the Client wishes amendments to be made to the project (within the remit of the specification document originally provided by DIGITAL PANDA), all details must be provided to DIGITAL PANDA in a single email or document clearly outlining the amendments to be made. This email or document must be provided by the Client within 48 hours of the date of notification from DIGITAL PANDA.
  9. DIGITAL PANDA will not accept any further amendments to the project in addition to those detailed in the email or document provided by the Client, unless the Client is willing to pay additional fees for these additional services (POA). DIGITAL PANDA will also not accept amendments to the project after 48 hours have elapsed from the date of notification from DIGITAL PANDA. Any further requests for changes may be liable to additional fees to be confirmed depending on the exact nature of the work.
  10. If the Client does not contact DIGITAL PANDA for a period of six (6) months after a project has commenced, DIGITAL PANDA will deem the project to be cancelled. No refunds will be given for any payments made by the Client. After a period of six (6) months from commencement of a project, any work that has been created in relation to the project may be deleted by DIGITAL PANDA.

Balance Payment

  1. Payment will be due within seven (7) days of ‘sign off’.
  2. Accounts that have not been settled within seven (7) days of sign off will incur a late payment charge of 10% of the amount outstanding. The Client may also be charged statutory interest pursuant to the late payment legislation.
  3. If the project is online, full publication of any web content may take place only after full payment has been received. Any material previously published may be removed if payment is not received. When this occurs a minimum charge of £50 + VAT will be required to have the online content restored.

Default

  1. The Client’s account shall be considered default if it remains unpaid for 7 days from the date of the ‘sign off’ notification from DIGITAL PANDA, or following a returned cheque. DIGITAL PANDA shall be considered entitled to remove DIGITAL PANDA’s and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
  2. Removal of such materials does not relieve the Client of its obligation to pay the due amount. Clients whose accounts become default agree to pay DIGITAL PANDA reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

Copyrights and Trademarks

  1. By supplying artwork, text, images and other data to DIGITAL PANDA for inclusion in the Client’s website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
  2. It is the Client’s responsibility to ensure that they have obtained the necessary copyright or permissions to use any asset (including but not limited to, images, text, graphics, audio clips, video or other digital files) used within any website, email, print media or other marketing created or amended by DIGITAL PANDA for the Client, irrespective of whether those assets have been sourced by DIGITAL PANDA or the Client. The Client agrees to fully indemnify and hold DIGITAL PANDA, its employees, agents and sub-contractors free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.
  3. Should DIGITAL PANDA, or the Client supply an image, text, audio clip or any other digital file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow DIGITAL PANDA to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold DIGITAL PANDA, its employees, agents and sub-contractors free from harm in any and all claims resulting from such copyright or royalty usage limitations.
  4. Any artwork, images, or text supplied and/or designed by DIGITAL PANDA on behalf of the Client, will remain the property of DIGITAL PANDA and/or its suppliers until full payment is received. (If a choice of design is presented, only one solution is deemed to be given by DIGITAL PANDA as fulfilling the contract. All other designs remain the property of DIGITAL PANDA, unless agreed in writing that this arrangement has been changed.) If any image(s), Royalty Free or Right Managed are purchased on behalf of the Client, upon full reimbursement of the associated cost to DIGITAL PANDA the Client shall hold full rights to these image(s).
  5. The Client may request in writing from DIGITAL PANDA, the necessary permission to use materials (for which DIGITAL PANDA holds the copyright) in forms other than for which it was originally supplied, and DIGITAL PANDA may, at its discretion, grant this. Such permission must be obtained in writing before DIGITAL PANDA will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to DIGITAL PANDA, the Client grants DIGITAL PANDA permission to use this material freely in the pursuit of the design.
  6. In any web based projects a link to DIGITAL PANDA will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a Client requests that the design credit be removed, a nominal fee will be charged. The Client also agrees that the website developed for the Client may be presented in DIGITAL PANDA’s portfolio.

Indemnity

  1. The Client shall defend, indemnify and hold harmless DIGITAL PANDA, its employees, agents and sub-contractors against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of DIGITAL PANDA’s services.
  2. In defence or settlement of any claim, DIGITAL PANDA may procure the right for the Client to continue using DIGITAL PANDA’s services, replace or modify any services or software so that they become non-infringing or, if such remedies are not reasonable available, terminate this agreement on 7 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
  3. In no event shall DIGITAL PANDA, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

a) A modification of any services or software by anyone other than DIGITAL PANDA; or

b) The Client’s use of any services or software in the manner contrary to the instructions given to the Client by DIGITAL PANDA; or

c) The Client’s use of any services or software after notice of the alleged or actual infringement from DIGITAL PANDA or any appropriate authority.

  1. The foregoing states the Client’s sole and exclusive rights and remedies, and DIGITAL PANDA’s (including DIGITAL PANDA’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Limitation of Liability

  1. The following clauses 34 to 38 inclusive, set out the entire liability of DIGITAL PANDA (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

a) Any breach of these terms and conditions;

b) Any use made by the Client of any of DIGITAL PANDA’s services or software or any part of them; and

c) Any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms and conditions.

  1. Except as expressly and specifically provided in these terms and conditions:

a) The Client assumes sole responsibility for results obtained from the use of any of DIGITAL PANDA’s services or software by the Client. DIGITAL PANDA shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to DIGITAL PANDA by the Client in connection with any services, or any actions taken by DIGITAL PANDA at the Client’s direction;

b) All warranties, representations, conditions and all other terms of any kind whatsoever implied by Statute or Common Law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and

c) Any services or software are provided to the Client on an “as is” basis.

  1. Subject to clause 36 and clause 37, DIGITAL PANDA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions.
  2. DIGITAL PANDA shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. DIGITAL PANDA shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these terms and conditions at DIGITAL PANDA’s discretion.
  3. DIGITAL PANDA shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting any services delivered by DIGITAL PANDA. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these terms and conditions at DIGITAL PANDA’s discretion.
  4. DIGITAL PANDA shall use all reasonable endeavours to deliver services relating to search engine optimisation, links, advertisements, banners, pay per click (PPC) and Google Analytics in accordance with the guidelines applicable to the relevant search engines. However, DIGITAL PANDA shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond DIGITAL PANDA’s control and reserves the right to make changes to services as a result of the same. In addition, DIGITAL PANDA shall not be liable for other changes or discontinuation of search engines.

PPC Services (Clauses 39-48)

  1. The Client acknowledges the following with respect to PPC services:

a) DIGITAL PANDA does not in any way guarantee the results or effects of its PPC services.

b) The Client accepts that DIGITAL PANDA does not and cannot guarantee the number of occasions when an advert may be displayed by Google or Bing.

c) The Client accepts that DIGITAL PANDA does not and cannot guarantee the number of clicks the Client’s adverts might receive.

d) The Client accepts that DIGITAL PANDA does not and cannot guarantee any specific position or ranking on any search engine, or the increase of any business to the Client in respect of any PPC service.

  1. The Client acknowledges and accepts that DIGITAL PANDA shall set up and retain a Google Adwords and/or Bing Ads account in the DIGITAL PANDA’s own name which shall be used in connection with the Client’s PPC campaign. The Google Adwords and/or Bing Ads account shall belong to DIGITAL PANDA and DIGITAL PANDA shall not be obliged to provide the Client with access to, or notify the Client of any details contained within the Google Adwords and/or Bing Adwords account.
  2. The Client acknowledges and accepts that DIGITAL PANDA makes no representations in relation to its fixed charges in connection with any PPC services or how such charges are allocated or broken down, save that:

a) DIGITAL PANDA does not receive any commission from Google or Bing.

b) DIGITAL PANDA does not charge any uplift on Google’s or Bing’s advertising charges.

  1. DIGITAL PANDA reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service.
  2. The agreement, unless otherwise terminated as provided in this clause 43, shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless:
    The Client notifies DIGITAL PANDA in writing no more than sixty (60) days and no less
    than thirty (30) days before the end of the initial duration or any renewal period in which case the agreement shall terminate upon the expiry of the applicable initial duration or renewal period.
  3. Additional Services not listed in the agreement will be provided by DIGITAL PANDA subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of DIGITAL PANDA’s choice.
  4. DIGITAL PANDA will not be responsible for any damages the Client’s business may suffer. The Client agrees that it shall defend, indemnify, save and hold DIGITAL PANDA, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against DIGITAL PANDA, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
  5. DIGITAL PANDA makes no warranties of any kind, expressed or implied for services it provides. DIGITAL PANDA disclaims any warranty or merchantability or fitness for a particular purpose.
  6. The Client agrees to defend, indemnify and hold harmless DIGITAL PANDA, its agents, its customers, officers and employees, against liabilities arising out of:

a) Any injury to person or property caused by any products sold or otherwise distributed in connection with DIGITAL PANDA

b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;

c) Copyright infringement.

d) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by DIGITAL PANDA and its employees.

  1. It is recommended that the Client keeps a backup of its important data. DIGITAL PANDA reserves the right to revise its PPC policies at any time.

SEO Services (Clauses 49-60)

  1. For the purposes of SEO services, the Client agrees to provide DIGITAL PANDA with:

(a) Authorised FTP access to the main site for uploading new pages, and making changes for the purpose of optimisation.

(b) The Client authorises DIGITAL PANDA use of all logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by DIGITAL PANDA for search engine positioning and optimisation.

  1. The Client acknowledges the following with respect to services:

a) DIGITAL PANDA has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future.

b) The Client website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.

c) Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, DIGITAL PANDA can never guarantee #1 positions or consistent top 10 positions in search engines for any particular keyword, phrase or search term.

d) It is solely at the discretion of the search engines themselves to list the Client website.

e) Occasionally, search engines will stop accepting submissions for an indefinite period of time. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions.

  1. DIGITAL PANDA is not responsible for changes made to the Client website by other parties that adversely affect the search engine rankings of the Client website.
  2. Additional Services not listed in the agreement will be provided by DIGITAL PANDA subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of DIGITAL PANDA’s choice.
  3. DIGITAL PANDA is not responsible for the Client overwriting SEO work to the Client website. For example, the Client’s webmaster, employees, contractors, agents or administrators making changes and uploading over work already provided.
  4. The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, DIGITAL PANDA will continue to provide SEO services for a period of the same duration.
  5. DIGITAL PANDA reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by DIGITAL PANDA.
  6. The agreement, unless otherwise terminated as provided in this clause 56, shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless:
    The Client notifies DIGITAL PANDA in writing no more than sixty (60) days and no less than thirty (30) days before the end of the initial duration or any renewal period in which case the agreement shall terminate upon the expiry of the applicable initial duration or renewal period.
  7. DIGITAL PANDA will not be responsible for any damages the Client’s business may suffer. The Client agrees that it shall defend, indemnify, save and hold DIGITAL PANDA, its agents, employees or contractors harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against DIGITAL PANDA, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
  8. DIGITAL PANDA makes no warranties of any kind, expressed or implied for services we provide. DIGITAL PANDA disclaims any warranty or merchantability or fitness for a particular purpose.
  9. The Client agrees to defend, indemnify and hold harmless DIGITAL PANDA, its agents, employees or contractors against liabilities arising out of:

a) Any injury to person or property caused by any products sold or otherwise distributed in connection with DIGITAL PANDA

b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;

c) Copyright infringement.

d) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by DIGITAL PANDA and its employees.

  1. It is recommended that the Client keeps a backup of its important data. DIGITAL PANDA reserves the right to revise its SEO policies at any time.

Social Media Services (Clauses 61-71)

  1. For the purposes of providing Social Media services, the Client agrees to provide DIGITAL PANDA with:
  1. Log in details for any existing accounts for the websites listed in the agreement.
  2. Authorised use of all of the Client’s logos, trademarks, web site images, etc., for use in posts on the websites listed in the agreement.
  3. The Client acknowledges the following with respect to services:

a) DIGITAL PANDA has no control over the policies of the websites listed in the agreement.

b) The Client’s account may be excluded from any of the websites listed in the agreement at any time at the sole discretion of the website.

  1. DIGITAL PANDA is not responsible for posts made on the websites listed in the agreement by any other parties and any subsequent reactions, interactions or responses to these posts.
  2. Additional Services not listed in the agreement will be provided by DIGITAL PANDA subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACs into a nominated bank account of DIGITAL PANDA’s choice 30 days after the date of invoice.
  3. DIGITAL PANDA is not responsible for the Client overwriting or deleting any posts to the websites listed in the agreement.
  4. The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, DIGITAL PANDA will continue to provide Social Media services for a period of the same duration.
  5. DIGITAL PANDA reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by DIGITAL PANDA.
  6. The agreement, unless otherwise terminated as provided in this clause 68, shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless:
    The Client notifies DIGITAL PANDA in writing no more than sixty (60) days and no less
    than thirty (30) days before the end of the initial duration or any renewal period in which case the agreement shall terminate upon the expiry of the applicable initial duration or renewal period.
  7. The Client agrees that it shall defend, indemnify, save and hold DIGITAL PANDA, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against DIGITAL PANDA, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors. The Client agrees to defend, indemnify and hold harmless DIGITAL PANDA against liabilities arising out of:

a) Any injury to person or property caused by any products sold or otherwise distributed in connection with DIGITAL PANDA

b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;

c) Copyright infringement.

  1. DIGITAL PANDA will not be responsible for any damages the Client’s business may suffer. DIGITAL PANDA makes no warranties of any kind, expressed or implied for services provided. DIGITAL PANDA disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by DIGITAL PANDA and its employees
  2. It is recommended that the Client keeps a backup of any important data. DIGITAL PANDA reserves the right to revise its Social Media policies at any time.

Quoting Engine Software (Clauses 72-103)

  1. The definition and rules of interpretation in this clause apply to the Quoting Engine Software section of these Terms and Conditions (Clauses 72-103).

Additional Services: Support, training, and/or other services to be provided by DIGITAL PANDA to the Client which are additional to the Subscription Fees for the Quoting Engine.

Authorised Users: Employees, agents and independent contractors of the Client who are authorised by the Client to use the Services provided by DIGITAL PANDA.

Client: The person, firm or company subscribing for the Services provided by DIGITAL PANDA as set out in this Agreement.

Client Data: The data inputted by the Client, Authorised Users, or DIGITAL PANDA on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.

Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clauses 89-95.

Data Controller: As defined in the Data Protection Legislation

Data Processor: As defined in the Data Protection Legislation

Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Effective Date: The effective date of commencement of the Quoting Engine agreement between the Client and DIGITAL PANDA is the date on which the terms and conditions are accepted using the online Quoting Engine dashboard.

Enquiries: Quotes created and/or generated via the Quoting Engine System.

DIGITAL PANDA: Internet Consultants and Associates Limited

Installation Fees: The Installation Fees payable by the Client to DIGITAL PANDA for the integration of the Quoting Engine System within the Client’s website.

Personal Data: Any information relating to an identified or identifiable natural person.

Price Multiplier: Calculation used to produce the prices quoted on the Quoting Engine System.

Quoting Engine System: Online application known as the ‘Quoting Engine’ (as updated and modified by DIGITAL PANDA from time to time) which enables the general public to create quotes for uPVC windows, doors and conservatories; aluminium bi-fold doors; extensions; orangeries; lantern roofs and conservatory roofs online. The use of the Quoting Engine System is to be provided by DIGITAL PANDA as part of the services.

Specified Installation Area: The area denoted by the postal code stems selected by the Client to include within the Quoting Engine System.

Services: The installation of, rental and access to the DIGITAL PANDA Quoting Engine System provided by DIGITAL PANDA to the Client under the terms set out in these Terms and Conditions.

Subscriber: The person, firm or company subscribing for the Services provided by DIGITAL PANDA as set out in these Terms and Conditions.

Subscription Fees: The Subscription Fees payable by the Client to DIGITAL PANDA for the use of the Quoting Engine System and other related services.

Subscription Term: The entire term for the supply of the Services.

  1. The effective date of commencement of the Quoting Engine agreement between the Client and DIGITAL PANDA is the date on which the terms and conditions are accepted using the online Quoting Engine dashboard.
  2. DIGITAL PANDA will provide the Client with access to the Quoting Engine System. The Quoting Engine System can be used by the general public and by the Client’s agents to create online double glazing quotations.
  3. DIGITAL PANDA will provide the Client with access to an online reporting dashboard which is accessible in order to view statistical information regarding the enquiries made from the Quoting Engine System provided by DIGITAL PANDA to the Client.
  4. Obligations of the Client; the Client shall provide DIGITAL PANDA with:

a) All necessary co-operation in relation to these Terms and Conditions; and

b) All necessary access to such information as may be required by DIGITAL PANDA; and the Client shall;

c) Comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions.

d) Carry out all other Client responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, DIGITAL PANDA may adjust any agreed timetable or delivery schedule as reasonably necessary;

e) Ensure that the Authorised Users use the Services and software provided by DIGITAL PANDA in accordance with these Terms and Conditions and shall be responsible for any Authorised User’s breach of these Terms and Conditions;

f) Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the Internet.

g) Pay the Subscription Fees to DIGITAL PANDA for the Quoting Engine Services as well as any further charges for Additional Services as agreed between the Client and DIGITAL PANDA.

  1. The Client shall, if requested by DIGITAL PANDA, on the effective date, provide DIGITAL PANDA valid, up-to-date and complete credit card details or an approved Standing Order Form acceptable to DIGITAL PANDA and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:

a) Its credit card details to DIGITAL PANDA, the Client hereby authorises DIGITAL PANDA to bill such credit card:

  1.  

(i) On the Effective Date and at the beginning of each subsequent Billing Period for the Subscription Fees payable in respect of the Subscription Term; and

(ii) For Additional Services as and when specified by the Client;

b)  Its approved Standing Order form to DIGITAL PANDA:

  1.  

(i) The Client agrees to pay by Standing Order to DIGITAL PANDA’s nominated bank, monthly Subscription Fees, on the day they fall due.

(ii) The monthly Subscription Fees will commence on the Effective Date and continue for the duration of the Subscription Term.

  1. Failure to make payment of the Subscription Fees will automatically result in the suspension of the Client’s Quoting Engine System.
  2. The Quoting Engine System will remain suspended until such time as the outstanding monies have been paid by the Client.

Subscription Fees

  1. The Client shall pay DIGITAL PANDA an agreed sum for the Installation Fee of the Quoting Engine System.
  2. The Client shall pay DIGITAL PANDA an agreed monthly sum starting from the date on which the installation of the Quoting Engine System is completed and is paid in consideration of rental and maintenance of the Quoting Engine System by the Client.
  3. This payment entitles the Subscriber to use the quoting engine software only within certain website(s) as agreed between DIGITAL PANDA and the Client.
  4. Should the Client wish to use the quoting engine within any website(s) other than that specified within the agreement they must notify DIGITAL PANDA and subsequently gain written permission to do so.
  5. Should the Client use the quoting engine within any website(s) other than those agreed, without obtaining the proper permission in writing from DIGITAL PANDA, they will be deemed to be in breach of this agreement. In such an instance, DIGITAL PANDA reserve the right to withdraw use of the Quoting Engine software from all of the Client’s websites with immediate effect.

Pricing & Postal Codes of Quoting Engine System

  1. The Quoting Engine System produces prices based upon the Price Multiplier specified by the Client to DIGITAL PANDA.
  2. The Client will provide DIGITAL PANDA with a Specified Installation Area based on UK postal code stems and specify the pricing to be applied to each postal code stem.

Proprietary Rights

  1. The Client acknowledges and agrees that DIGITAL PANDA and/or its licensors own all intellectual property rights in the Services and the Software. Except as expressly stated herein, the agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services and the Software.
  2. DIGITAL PANDA confirms that it has all the rights in relation to the Services and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms and Conditions.

Confidentiality

  1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement. A party’s Confidential Information shall not be deemed to include information that:a) Is or becomes publicly known other than through any act or omission of the receiving party;b) Was in the other party’s lawful possession before the disclosure;c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
  3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the agreement.
  4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
  5. The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute DIGITAL PANDA’s Confidential Information.
  6. DIGITAL PANDA acknowledges that the Client Data is the Confidential Information of the Client.
  7. Clauses 89-95 of these terms and conditions shall survive termination of the agreement, however arising

GDPR and Data Protection

  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  2. DIGITAL PANDA does not own, control or direct the use of any of the Personal Data stored or processed by a Client or Authorised User via the Services. Only the Client or Authorised Users are entitled to access, retrieve and direct the use of such Personal Data. DIGITAL PANDA is largely unaware of what Personal Data is actually being stored or made available by a Client or Authorised User to the Services and does not directly access such Client Data except as authorised by the Client, or as necessary to provide the Services to the Client and its Authorised Users.
    Because DIGITAL PANDA does not collect or determine the use of any Personal Data contained in the Client Data and because it does not determine the purposes for which such Personal Data is collected, the means of collecting such Personal Data, or the uses of such Personal Data, DIGITAL PANDA is not acting in the capacity of Data Controller in terms of the Data Protection Legislation and does not have the associated responsibilities under the Data Protection Legislation. DIGITAL PANDA should be considered only as a Data Processor on behalf of the Client as to any Client Data containing Personal Data that is subject to the requirements of the Data Protection Legislation.
    Except as provided in these Terms and Conditions, DIGITAL PANDA does not independently cause Client Data containing Personal Data stored in connection with the Services to be transferred or otherwise made available to third parties, except to third party subcontractors who may process such data on behalf of DIGITAL PANDA in connection with DIGITAL PANDA’s provision of the Services to Clients. Such actions are performed or authorised only by the applicable Client.
    The Client is the Data Controller under the Data Protection Legislation for any Client Data containing Personal Data, meaning that such party controls the manner such Personal Data is collected and used as well as the determination of the purposes and means of the processing of such Personal Data.
    DIGITAL PANDA is not responsible for the content of the Personal Data contained in the Client Data or other information stored on its servers (or its subcontractors’ servers) at the discretion of the Client nor is DIGITAL PANDA responsible for the manner in which the Client collects, handles disclosure, distributes or otherwise processes such information.
  3. The Quoting Engine system can record the following types of data: Names, Addresses, Postcodes, Telephone Numbers, Services and Products the data subject is interested in. The Quoting Engine is designed for use by adults only. DIGITAL PANDA recommends that the Client does not knowingly process or share the Personal Data of children. DIGITAL PANDA also recommends that the Client does not knowingly process any data that is considered ‘Sensitive Data’ under the Data Protection Legislation. As the Client is the Data Controller this is at their discretion and their responsibility.
  4. Without prejudice to the generality of clause 96, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to DIGITAL PANDA for the duration and purposes of these Terms and Conditions.
  5. Without prejudice to the generality of clause 96, the Client shall, in relation to any Personal Data processed in connection with the performance by the Client of its obligations under these Terms and Conditions:
    (a) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    (b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    (c) not transfer any Personal Data outside of the European Economic Area.
    (d) assist DIGITAL PANDA, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    (e) maintain complete and accurate records and information to demonstrate its compliance with this clause.
  6. DIGITAL PANDA does not consent to the Client appointing any other third-party processor of Personal Data under this agreement.
  7. DIGITAL PANDA may, at any time, revise the GDPR and Data Protection clauses 96-103 by replacing them with any applicable Controller to Processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by DIGITAL PANDA’s terms of service as found at this web address: www.internetconsultancy.pro/terms-and-conditions/).
  8. As part of the requirements of the Data Protection Legislation DIGITAL PANDA will use retention controls to the Quoting Engine software that determine how long data is held on DIGITAL PANDA’s servers (or its subcontractors’ servers) i.e. in the Quoting Engine dashboard. This includes all lead details such as customer name, address, telephone number, email address, quote details and products of interest.
    These data retention controls mean the Services will automatically delete all Client Data after a retention period of 12 months. Should the Client wish to retain the Client Data for longer than 12 months then it is their responsibility to download and store the Client Data by another means in accordance with the Data Protection Legislation.

Print Media Projects and Printing (Clauses 104-113)

  1. DIGITAL PANDA will only commence work on a project once a deposit of 50% of the total amount due has been received from the Client.
  2. The Client agrees to delegate a primary contact to aid DIGITAL PANDA with progressing any project in a satisfactory and expedient manner.
  3. The Client agrees to provide DIGITAL PANDA with a designated email address for the purposes of communication regarding any project or services and sign off thereof.
  4. The Client agrees to provide DIGITAL PANDA with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
  5. The Client acknowledges that all completion dates and lead times provided by DIGITAL PANDA regarding a project are advisory only and that DIGITAL PANDA cannot guarantee project completion dates or lead times.
  6. Copyright is retained by DIGITAL PANDA on all design work including words, pictures, ideas, visuals and illustrations until all costs have been settled.
  7. Before any graphic project, image, copywritten content or document is submitted for printing the customer will be asked to provide sign off either verbally or in writing via email.
  8. The customer assumes all responsibility for the contents of the files submitted for printing. DIGITAL PANDA hereby excludes itself, its Employees and or Agents from all and any liability from;
    a) Loss or damage caused by any inaccuracy in the files submitted for printing;
    b) Loss or damage caused by omission in the files submitted for printing;
    c) Loss or damage caused by delay or error, whether the result of negligence or other cause;
    d) Loss or damage to clients’ artwork/photos, supplied for printing. Immaterial whether the loss or damage results from negligence or otherwise.
  9. The customer agrees to fully indemnify and hold DIGITAL PANDA, its Employees and or Agents free from harm, loss or damage in any and all claims resulting from any of the reasons listed in clause 111, points a to d.
  10. Any costs arising from the need for reprinting for any purpose are the sole responsibility of the customer and thus payable by the customer.

Web Hosting (Clauses 114-150)

Transition and Implementation

  1. At the request of the Client, DIGITAL PANDA will transfer the Website from its development servers (or use reasonable endeavours to assist with the transition of the Website from any third party host) to DIGITAL PANDA’s servers.
  2. DIGITAL PANDA will implement the hosting of the Website within ten (10) working days after the date of receipt of a copy of the Website.
  3. Within five (5) working days following notification from DIGITAL PANDA that the transfer of the Website to DIGITAL PANDA’s servers has been completed, the Client will comprehensively test the hosting of the Website and will inform DIGITAL PANDA of the results of those tests.

Maintenance

  1. DIGITAL PANDA may suspend public access to the Client’s website in order to carry out scheduled maintenance or repairs. Subject to this, DIGITAL PANDA will use its best endeavours to maintain the Website availability.
  2. DIGITAL PANDA will make back-ups of the Client’s Website every working day, and will retain such back-ups for twenty-eight (28) days.

Client Responsibilities

  1. The Client will provide DIGITAL PANDA with all co-operation, information and documentation reasonably required for the implementation and hosting of the Website, and the Client will be responsible for procuring any third party co-operation reasonably required for the implementation and hosting of the Website.
  2. Hosting services are provided to the Client only, and the Client may not resell the hosting services to any third party.

Acceptable Use

  1. The Client must not use the Website:(a) to host, store, send, relay or process any Prohibited Content;Prohibited Content means:(i) material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against DIGITAL PANDA or the Client or any third party;
    (ii) pornographic or lewd material; [and]
    (iii) messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail.(b) for any purpose which is unlawful, fraudulent, or infringes any third party rights;(c) in any way which may put DIGITAL PANDA in breach of a contractual or other obligation owed by DIGITAL PANDA to any internet service provider.
  2. DIGITAL PANDA reserves the right to remove content from the Website where it reasonably suspects such content is Prohibited Content.
  3. The Client acknowledges that DIGITAL PANDA does not purport to monitor the content of the Website.
  4. Where DIGITAL PANDA reasonably suspects that there has been a breach of the provisions of Clause 120 or Clause 121, DIGITAL PANDA may suspend the Client’s Website and / or the Client’s access to the Client’s Website while it investigates the matter.
  5. Subject to Clause 124, any breach by the Client of Clause 120 or Clause 121 will be deemed to be a material breach of these Terms and Conditions for the purposes of Clause 145.
  6. The Client will indemnify DIGITAL PANDA and undertakes to keep DIGITAL PANDA indemnified against all liabilities, damages, losses, costs and expenses arising as a result of any breach of this agreement.

Charges and payment

  1. DIGITAL PANDA will issue invoices for the Charges to the Client.
  2. The Client will pay the Charges to DIGITAL PANDA, annually in advance.
  3. Charges must be paid by debit or credit card, bank transfer or by cheque (using such payment details as are notified by DIGITAL PANDA to the Client from time to time).
  4. If the Client does not pay any amount properly due to DIGITAL PANDA under or in connection with these Terms and Conditions, DIGITAL PANDA may charge the Client statutory interest pursuant to the late payment legislation.

Limitations and exclusions of liability

  1. DIGITAL PANDA will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings the Client may incur.
  2. DIGITAL PANDA will not be liable for any loss of business, contracts or commercial opportunities the Client may incur.
  3. DIGITAL PANDA will not be liable for any loss of or damage to goodwill or reputation the Client may incur.
  4. DIGITAL PANDA will not be liable in respect of any loss or corruption of any data, database or software the Client may incur.
  5. DIGITAL PANDA will not be liable in respect of any special, indirect or consequential loss or damage the Client may incur.
  6. DIGITAL PANDA will not be liable for any losses the Client may incur arising out of a Force Majeure Event.

Data protection

  1. The Client warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to DIGITAL PANDA under these Terms and Conditions, and that the processing of that Personal Data by DIGITAL PANDA for the purposes of and in accordance with these Terms and Conditions will not breach any applicable laws.
  2. Both parties will comply with all applicable requirements of the Data Protection Act 1998 and the General Data Protection Regulation ((EU) 2016/679) hereinafter referred to as the Data Protection Legislation. This clause 138 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  3. DIGITAL PANDA does not own, control or direct the use of any of the Personal Data stored or processed by the Client via the web hosting services. Only the Client or is entitled to access, retrieve and direct the use of such Personal Data. DIGITAL PANDA is largely unaware of what Personal Data is actually being stored or made available by the Client to the web hosting services and does not directly access such data except as authorised by the Client, or as necessary to provide the web hosting services to the Client.Because DIGITAL PANDA does not collect or determine the use of any Personal Data contained in the web hosting and because it does not determine the purposes for which such Personal Data is collected, the means of collecting such Personal Data, or the uses of such Personal Data, DIGITAL PANDA is not acting in the capacity of Data Controller in terms of the Data Protection Legislation and does not have the associated responsibilities under the Data Protection Legislation.DIGITAL PANDA should be considered only as a Data Processor on behalf of the Client as to any Personal Data that is subject to the requirements of the Data Protection Legislation.Except as provided in these Terms and Conditions, DIGITAL PANDA does not independently cause any data stored in connection with the web hosting services to be transferred or otherwise made available to third parties, except to third party subcontractors who may process such data on behalf of DIGITAL PANDA in connection with the DIGITAL PANDA’s provision of the web hosting services to the Client. Such actions are performed or authorised only by the applicable Client.The Client is the Data Controller under the Data Protection Legislation for any data sets containing Personal Data, meaning that such party controls the manner such Personal Data is collected and used as well as the determination of the purposes and means of the processing of such Personal Data.DIGITAL PANDA is not responsible for the content of the Personal Data contained in the Client’s web hosting or other information stored on its servers (or its subcontractors’ servers) at the discretion of the Client nor is DIGITAL PANDA responsible for the manner in which the Client collects, handles disclosure, distributes or otherwise processes such information.
  4. DIGITAL PANDA recommends that the Client does not knowingly process or share the Personal Data of children. DIGITAL PANDA also recommends that the Client does not knowingly process any data that is considered ‘Sensitive Data’ under the Data Protection Legislation. As the Client is the Data Controller this is at their discretion and their responsibility.
  5. Without prejudice to the generality of clause 138, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to DIGITAL PANDA for the duration and purposes of the web hosting agreement.
  6. Without prejudice to the generality of clause 138, the Client shall, in relation to any Personal Data processed in connection with the performance by the Client of its obligations under this agreement:(a) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);(b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and(c) not transfer any Personal Data outside of the European Economic Area.(d) assist DIGITAL PANDA in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;(e) maintain complete and accurate records and information to demonstrate its compliance with this clause 142.

Publicity

  1. The Client will not make any public disclosure relating to the Web Hosting Agreement (including press releases, public announcements and marketing materials) without the prior written consent of DIGITAL PANDA, not to be unreasonably withheld or delayed.

Term and Termination

  1. The duration of the Web Hosting Agreement shall be twelve (12) months unless agreed otherwise by the parties in writing. Thereafter, without 30 days prior notice of cancellation in writing from the Client, DIGITAL PANDA will continue to provide Web Hosting for a period of the same duration.
  2. DIGITAL PANDA may terminate the Web Hosting Agreement immediately by giving written notice to the Client if the Client:(a) commits any material breach of any term of these Terms and Conditions, and:(i) the breach is not remediable; or
    (ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or(b) persistently breaches these Terms and Conditions.
  3. DIGITAL PANDA may terminate the Web Hosting Agreement immediately by giving written notice to the Client if:(a) the Client:(i) is dissolved;
    (ii) ceases to conduct all (or substantially all) of its business;
    (iii) is or becomes unable to pay its debts as they fall due;
    (iv) is or becomes insolvent or is declared insolvent; or
    (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;(c) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement);(d) (where the Client is an individual) that Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
  4. DIGITAL PANDA reserve the right to retain full ownership of all assets (including website files, databases and content) hosted on its server(s) in the event that:(a) the Client:(i) is dissolved;
    (ii) ceases to conduct all (or substantially all) of its business;
    (iii) is or becomes unable to pay its debts as they fall due;
    (iv) is or becomes insolvent or is declared insolvent; or
    (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;(c) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement) DIGITAL PANDA will retain such ownership until such time as all the Client’s outstanding debts have been paid to DIGITAL PANDA in full. Moreover, all data generated from the website whilst the Client still has outstanding debts payable to DIGITAL PANDA will be owned by DIGITAL PANDA.

General

  1. If a Clause of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
  2. Nothing in these Terms and Conditions will constitute a partnership, agency relationship or contract of employment between the parties.
  3. These Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

Telemarketing (Clauses 151-161)

  1. DIGITAL PANDA agrees to provide the Client with Telemarketing Services, (hereinafter referred to as Telemarketing), utilising its own in-house call centre, for the purpose of booking customer appointments on behalf of the Client.
  2. The Client agrees to pay DIGITAL PANDA an agreed monthly fee for the agreed duration for Telemarketing to be provided as detailed below:a) All management and administration of the Client’s telemarketing campaign will be carried out by DIGITAL PANDA.b) DIGITAL PANDA will carry out telemarketing for the Client for an agreed number of hours each week, between the hours of 9am and 8pm, Monday to Thursday and 9am to 5:30pm Fridays.c) DIGITAL PANDA will carry out telemarketing using data provided by the Client.
  3. The Client acknowledges the following with respect to telemarketing:a) The Client accepts that DIGITAL PANDA does not and cannot guarantee the number of appointments they will be able to book on behalf of the Client.b) Once appointment details have been passed to the Client, DIGITAL PANDA has no control over the outcome of that appointment.
  4. For the purposes of providing telemarketing, the Client authorises DIGITAL PANDA to use its company name, trading name(s) and/or trademarks via both telephone and email when communicating with the general public.

Copyright, Data Protection and Confidentiality

  1. The Client must provide DIGITAL PANDA with legitimate data that has not been obtained for any unlawful purpose or any purpose likely to bring DIGITAL PANDA into disrepute.
  2. The Client agrees to provide DIGITAL PANDA with opted-in data in accordance with the Telephone Preference Service (TPS) scheme, which enables businesses to comply with the Data Protection (direct marketing) Telecommunications regulation or any such regulations which may replace them.
  3. The data provided by the Client must comply with the Data Protection Act 1998 and the General Data Protection Regulation (GDPR).
  4. Each party will keep confidential all information or lists belonging to the other party and will not disclose it to any third party unless instructed to do so by the other party.
  5. Both parties will treat all data supplied by the Client, securely and within the confines of current and future data protection laws such as the Data Protection Act 1998 and the GDPR.
  6. In regard to GDPR both parties agree the following points in line with ICO guidance:a. The subject matter of the processing will be stated by the Client before telemarketing commences. The duration of the processing shall also be agreed in advance.
    b. The nature and purpose of the processing will be stated by the Client before telemarketing commences.
    c. The type of personal data and categories of data subject that will be supplied will be stated by the Client before telemarketing commences.
    d. For the purpose of the data processing, the Client is the Data Controller and their obligations are as specified in the GDPR.
    e. The Controller is accountable for compliance with data protection principles (as listed in the GDPR Art.5(1)).
    f. For the purpose of the data processing, DIGITAL PANDA is the Data Processor and their obligations are as specified in the GDPR.
    g. DIGITAL PANDA may, at any time, revise these clausse 190-196 by replacing them with any applicable Controller to Processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by DIGITAL PANDA’s terms of service as found here at this web address: www.internetconsultancy.pro/terms-and-conditions/).
  7. DIGITAL PANDA will not be responsible for any breach by the Client of current data protection legislation including the Data Protection Act 1998 and the GDPR. The Client agrees that it shall defend, indemnify, save and hold DIGITAL PANDA harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against DIGITAL PANDA, its agents, its customers, officers and employees, that may arise or result from any breach by the Client of current data protection legislation.

Cancellation

  1. DIGITAL PANDA reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the agreed term unless agreed otherwise in writing by DIGITAL PANDA

Email Marketing (Clauses 162-173)

  1. DIGITAL PANDA agrees to provide the Client with Email Marketing Services (Hereinafter referred to as E-Marketing).
  2. The Client agrees to pay DIGITAL PANDA a monthly fee for the agreed duration for E-Marketing.
  3. DIGITAL PANDA will send out an agreed number of emails per month on behalf of the Client.
  4. The Client acknowledges the following with respect to E-Marketing:a) DIGITAL PANDA may use an email marketing platform (such as MailChimp, Mailing Manager etc) for the purpose of providing E-Marketing.b) DIGITAL PANDA has no control over the policies of mailclients (such as Gmail, Outlook etc) or the policies of email marketing platforms (such as MailChimp, Mailing Manager etc).c) DIGITAL PANDA’s use of an email marketing platform on the Client’s behalf may be rescinded at any time at the sole discretion of the email marketing platform.
  5. DIGITAL PANDA is not responsible for changes made to the e-marketing campaign by other parties that adversely affect the performance of the Client’s e-marketing campaign.
  6. The Client will provide DIGITAL PANDA with legitimate data that has not been obtained for any unlawful purpose or any purpose likely to bring DIGITAL PANDA into disrepute.
  7. The Client agrees to provide DIGITAL PANDA with opted-in data in accordance with the Data Protection Act 1998 and the GDPR (General Data Protection Regulation) or any such regulations which may replace them.
  8. Each party will keep confidential all information or lists belonging to the other party and will not disclose it to any third party unless instructed to do so by the other party.
  9. Both parties will treat all data supplied by the Client, securely and within the confines of current and future data protection laws such as the Data Protection Act 1998 and the GDPR.
  10. In regard to GDPR both parties agree the following points in line with ICO guidance:a. The subject matter of the processing will be stated by the Client before E-Marketing commences. The duration of the processing shall also be agreed in advance.
    b. The nature and purpose of the processing will be stated by the Client before E-Marketing commences.
    c. The type of personal data and categories of data subject that will be supplied will be stated by the Client before E-marketing commences.
    d. For the purpose of the data processing, the Client is the Data Controller and their obligations are as specified in the GDPR.
    e. The Controller is accountable for compliance with data protection principles (as listed in the GDPR Art.5(1)).
    f. For the purpose of the data processing, DIGITAL PANDA is the Data Processor and their obligations are as specified in the GDPR.
    g. DIGITAL PANDA may, at any time, revise these clauses 168-172 by replacing them with any applicable Controller to Processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by DIGITAL PANDA’s terms of service as found here at this web address: www.internetconsultancy.pro/terms-and-conditions/).
  11. DIGITAL PANDA will not be responsible for any breach by the Client of current data protection legislation including the Data Protection Act 1998 and the GDPR. The Client agrees that it shall defend, indemnify, save and hold DIGITAL PANDA harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against DIGITAL PANDA, its agents, its customers, officers and employees, that may arise or result from any breach by the Client of current data protection legislation.

Cancellation

  1. DIGITAL PANDA reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the agreed term unless agreed otherwise in writing by DIGITAL PANDA

Other General Terms (Clauses 174-191)

Non-Payment

  1. In the event of non-payment by the Client of any invoices within the agreed period they are due, DIGITAL PANDA reserve the right to suspend any and all services (including web hosting) until such time as the due invoices have been paid.

Refunds Policy

  1. No refunds are offered for services subject to these terms and conditions. There is no cancellation period offered during the agreed term of any Service Level Agreement (SLA) for any service unless agreed otherwise in writing by DIGITAL PANDA. Therefore, no refunds will be made for payments received for services that are agreed under an SLA. This includes but is not limited to SEO Services, PPC Services, Social Media Services, Quoting Engine Software, Telemarketing Services, Email Marketing Services.

Force Majeure

  1. DIGITAL PANDA shall have no liability to the Client under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of DIGITAL PANDA or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

GDPR and Data Processing

  1. To the extent any personal data is collected or processed under or in connection with these Terms and Conditions, such as personal data shall be collected or processed in accordance with applicable law and the seller privacy policy (and where applicable cookies policy) located at www.digital-panda.co.uk/privacy-policy.

Restrictive Covenants

  1. In order to protect the business interests of DIGITAL PANDA, the Client covenants with DIGITAL PANDA that they shall not engage any of DIGITAL PANDA’s employees in any business activity other than the services agreed to be provided by DIGITAL PANDA. The Client covenants with DIGITAL PANDA that they shall not employ or contract any of DIGITAL PANDA’s employees for any purpose whilst retaining DIGITAL PANDA’s services and for a period of two (2) years thereafter.

Waiver

  1. A Waiver of any right under these terms and conditions is only effective if it is in writing. It applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
  2. Unless specifically provided otherwise, rights arising under these terms and conditions are cumulative and do not exclude rights provided by law.

Severance

  1. If any provision (or part of a provision) of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  2. 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.

Assignment

  1. The Client shall not, without the prior written consent of DIGITAL PANDA, assign, transfer, charge, sub-contract, or deal in any other manner with all of any of its rights or obligations under these terms and conditions.
  2. DIGITAL PANDA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights and obligations under these terms and conditions.

No Partnership or Agency

  1. Nothing in these terms and conditions is intended to or shall operate to create a partnership between the Client and DIGITAL PANDA, 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).

Third Party Rights

  1. These terms and conditions do not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Disclaimer of Liability

  1. The information given in any information memorandum supplied by DIGITAL PANDA is not comprehensive. While any information memorandums are prepared in good faith, no representation, warranty, assurance or undertaking (express or implied) is or will be made, and no responsibility or liability is or will be accepted by DIGITAL PANDA or its shareholders, officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of the information memorandum or any other information (whether written or oral) or document supplied or otherwise made available in connection with the information memorandum. All and any such responsibility and liability is expressly disclaimed. In particular, no representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of any future projections, estimates, prospects or returns contained in the information memorandum or in such other information or document.
  2. Any information memorandum shall not be deemed to form any commitment on DIGITAL PANDA or its shareholders to enter into any transaction or arrangement with the Client.
  3. This disclaimer shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
  4. By receiving the information given in an information memorandum and/or any other information (whether written or oral) or document supplied or otherwise made available in connection with the information memorandum, the Client agrees to be bound by the foregoing limitations.

Complaints

  1. Complaints must be sent in writing to Digital Panda’s registered office:
    1 – 3 Kings Road, Sutton Coldfield, B73 5AB.

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