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  1. Definitions

    1. “EPOS” means ‘electronic point of sale’.
    2. “POS” means ‘Point of Sale’.
    3. “Panda EPOS” herein refers to Panda EPOS Ltd, a registered Company in England & Wales number 10416678 of 17 Brunswick Road, Gloucester, GL1 1HG, United Kingdom. Telephone: 00 44 (0) 1452 33 22 11. Email: info@pandaepos.com It also refers to Bamboo POS a trading brand and style.
    4. “Customer” herein refers to the end user of Panda EPOS hardware, software, API’s, Bamboo POS software or services, where Panda EPOS have a contractual relationship, and who may make use of Panda EPOS supplied software, API’s, Hardware, 3rd party software, or store their own data on Panda EPOS controlled servers or cloud based systems.
    5. "Conditions" and /or “Terms”, means the terms and conditions of sale or business set out in this document and if applicable, any special varied terms and conditions agreed in writing by a Director of Panda EPOS.
    6. “Goods” means those Products, Equipment, System/s, Software, Support or Services supplied.
    7. “End User License Agreement” is the contract between Panda EPOS and the Customer establishing the Customers right to use of the software.
    8. “API” (Application Programming Interface) herein refers to the software set of functions and procedures that allow the creation of third-party applications, which access the features or data of Panda EPOS’s Servers and/or Equipment or Goods.
    9. “Cold Swop” means exchange of confirmed validated dead hardware, due to ‘manufacturing defect’ or fault due to ‘in life’ normal use, not ‘wear and tear’ or accidental damage.
    10. GDPR and Data Protection Laws: means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the General Data Protection Regulation 2016/679 (GDPR) from 25 May 2018 and laws implementing or supplementing the GDPR, and to the extent applicable, the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws
  2. Parties to the Contract Goes To Panda

    1. “Customer” is the person(s) or company who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods does the Company accept. The Customer is responsible for reading and agreeing our terms and conditions, as they will form the basis of the contract of purchase, support and all or any services supplied.
    2. “Company” is Panda EPOS Limited. Panda EPOS and its assignees are responsible for providing equipment and services that meets the agreements within the terms and conditions. The registered office is Panda EPOS LTD, 17 Brunswick Road, Gloucester, GL1 1HG, UK. The Company registration number is: 10416678
  3. Choosing a product from Panda EPOS

    1. The Company shall provide information about its products and services via the websites www.pandaepos.com or www.bamboopos.com to help inform the basis of the purchase.
    2. A customer choosing a product or service from Panda EPOS Limited is doing so based on ‘deemed acceptance’ of these terms and conditions and is automatically subject to them.
    3. If requested by the Customer, the Company may provide a full demonstration of our software free of charge, if the Customer desires to help inform the Customer of the purchase.
    4. It is the responsibility of the Customer entirely to ensure that the hardware and software products they are purchasing meet their requirements.
    5. The Company will provide a written quotation on request. Any quotation is a guideline only (E&OE – errors and omissions accepted) and does not (unless specifically stated by a Company Director) form the basis of any contract between the Customer and the Company.
    6. Any advice or recommendation given by the Company, or its employees, or agents, to the Customer, or its employees, or agents, as to the storage, application or use of the Goods, which is not confirmed in writing by the Company, is followed or acted upon at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice, or recommendation, which is not so confirmed.
    7. Any typographical, clerical, or other error, or omission, in any sales literature, quotation, price list, acceptance of offer, invoice, website, or other document, or information, issued by the Company, shall be subject to correction, without any liability on the part of the Company.
  4. Purchasing a product or Service from Panda EPOS

    1. These Terms and Conditions are available on our website – www.pandaepos.com.
    2. It is the Customer’s responsibility to read and agree to the terms and conditions prior to making payment.
    3. A customer doing business with Panda EPOS Limited is doing so based on ‘deemed acceptance’ of these terms and automatically subject to them.
    4. All product pricing is provided in ‘good faith’. Written quotations will usually be valid for 30 calendar days from issue, however, some offers and discounts are subject to shortened timeframes. Where this is the case, the Customer will be advised by Panda EPOS employees, representatives and/or in Panda EPOS sales literature or via our website.
    5. All prices Panda EPOS quotes are ex VAT. Where VAT should be paid, this will be added on the invoice before payment is received.
    6. Once a payment is received the contract between Panda EPOS and the Customer is in force based on these Term and Conditions.
    7. Panda EPOS may record phone and/or video calls for compliance, reference and/or training purposes.
  5. Lease

    1. If any payments due to Panda EPOS in respect of Goods or services is to be paid by a third party then the Customer (as Lessee) agrees that immediately on delivery of the Goods in question, the Customer will sign the acceptance note for the leasing company or other third party and will generally take all steps as may be necessary to ensure that payment is made to Panda EPOS for the Goods and/or services in accordance with these Terms and the Terms of the Lessor’s lease agreement.
  6. Internet

    1. Panda EPOS hardware and software requires a reliable, fast and robust data connection to the Internet to take advantage of all of the online features and benefits.
    2. It is the Customer’s responsibility to ensure that they have an appropriate Internet data connection in place prior to installation and to also ensure that the Internet connection is maintained correctly.
    3. Panda EPOS recommended Internet data speeds are a stable consistent minimum 7Mbps download speed and 0.6Mbps upload speed to the Panda EPOS hardware or software for each installation.
    4. Internet speeds and consistencies can be checked by using Internet speed test websites or contact your Internet service provider.
    5. Whilst Panda EPOS employees may provide advice and an indication of the suitability of the Customer’s Internet connection, it remains the Customer’s responsibility to ensure they have a suitable Internet connection, both before and after an order is placed.
    6. Panda EPOS cannot be responsible for any slow or unstable internet connection or responses to our systems that is caused by poor Internet data connection.
  7. Hardware without upfront costs

    1. Panda EPOS offers some services where we supply hardware and/or software solutions, without any upfront cost, but instead with a monthly fee. This includes, but isn't limited to, SaaS, Cloud and or CCTV (close circuit television) security camera and history recording integration.
    2. These services have a fee, which is charged monthly collected by Direct Debit mandate (DD), with a minimum contract length of 12 months.
    3. The Customer will be advised of the monthly fee/s at the time of purchase.
    4. If the Customer cancels the contract within 12 months, they must return any hardware they have received in good and clean condition and pay the remaining balance of the 12 months contract. This is calculated by multiplying the number of months and days outstanding by the monthly fee.
    5. After 12 calendar months, the contract automatically becomes a rolling contract, with the monthly fee remaining the same. Either party can cancel the contract at any time, by giving 30 days’ notice.
    6. The Customer is at all times responsible for ensuring timely payments to avoid default charges. Panda EPOS will charge £8 +VAT for each day that payment is overdue, with risk of services being suspended.
    7. The Customer holds Panda EPOS harmless against any defaults or claims arising out of use of the good, equipment, hardware, software or services.
  8. Rental

    1. We may offer the ability to rent equipment from Panda EPOS or a third-party lease provider (where applicable to the lease funder – the lessor), those terms will apply and take precedence over these terms accept service support).
    2. At time of placing a rental order, Panda EPOS or Lessor will advise the Customer of the rental terms (if different), rental period, and the fee for rental for that period.
    3. On acceptance of an order (unless agreed otherwise), a minimum deposit of £395 + VAT per terminal will be taken in addition to the first month’s rental fee.
    4. If the rental period is for greater than one month the subsequent payments are due in 1 or 3-month intervals, starting from the first date of the rental period and thereafter.
    5. All rental and other payments due are collected by Direct Debit (DD) Mandate only including VAT.
    6. It is the Customer’s responsibility to ensure the equipment is maintained and returned in the same condition as it was dispatched.
    7. It is the Customer’s responsibility to document, and provide back to Panda EPOS, any defects in the cosmetic condition of the equipment within the first 24 hours of receiving the goods.
    8. Panda EPOS or in the case of a Lessor funder will remain the owner of the equipment at all times.
    9. It is the Customer’s responsibility to arrange the safe return of equipment within 5 working days of the end of the rental period, in good condition and clean.
    10. Panda EPOS may offer to collect the equipment; however, it is the Customer’s responsibility to document the cosmetic condition before Goods are collected by Panda EPOS (or third-party courier).
    11. For each calendar day after 5 working days from the end of the rental period that Panda EPOS has not received the equipment, we will charge an additional £19.50 +VAT per system.
    12. Upon return of the equipment Panda EPOS will inspect the equipment and compile a report on the equipment.
    13. Based on the report of the engineer a full refund of the deposit will be made less any adjustments, repairs and/or cleaning. If the Customer is eligible for a return of the deposit this payment will be within 14 working days of receiving the returned equipment.
    14. If the equipment is returned damaged beyond the value of the deposit, Panda EPOS retains the right to invoice the Customer for the amount additional to the deposit. The Customer must pay this charge within 14 days of receiving the invoice.
    15. If the equipment is not returned after 28 days after the rental period Panda EPOS will withhold the entirety of the deposit and invoice the Customer for the remaining value of the equipment and any charges outstanding. This must be paid within 14 days of receiving the invoice.
    16. The Customer is at all times responsible for ensuring timely payments to avoid default charges. Panda EPOS will charge £8 +VAT for each day that payment is overdue.
    17. The Customer holds Panda EPOS harmless against any defaults or claims arising out of use of the goods, equipment, software or services.
    18. The equipment rental does not include any ongoing services, support or consumables. These are available on request, at a charge where payments are collected by Direct Debit (DD) Mandate.
    19. The Customer is responsible for informing Panda EPOS of any changes to their contact details.
  9. Annual License Fee

    1. Panda EPOS charges an annual license to all Customers using the Panda EPOS Software, with the exception of those on a Support Plan (which includes the fee).
    2. The Annual License Fee is currently £72.00 +VAT per terminal or POS software license supplied.
    3. Payment becomes due on the anniversary of the original account activation.
    4. The fee is non-negotiable and non-refundable. Payment collection is by Direct Debit Mandate.
    5. Panda EPOS will notify the Customer 30 days prior to the due date. Failure to make payment within the 30 days will restrict the access to the platform until the payment is made.
    6. Payment of the annual license fee provides the following service:
      1. I. Use of the Panda EPOS software for next 12-month period.
      2. II. Where applicable (SaaS), Hosting, maintenance and operating costs of the Panda EPOS cloud servers.
      3. III. Critical software updates and patches only, applied in the background.
  10. Support Plans

    1. Panda EPOS offers three Support Plans: ‘Support’ (minimum mandatory), ‘Premium Support’ and ‘Premium Plus Support’.
    2. 30 days ‘free of charge’ Premium Support is included with each new order, from date of delivery.
    3. Customers can upgrade to a different Support Plan at any time either through the Upgrade Options of the Panda EPOS Software using their login credentials, or by contacting Panda EPOS Sales Dept.
    4. By signing up to a Support Plan the Customer is agreeing to these terms and conditions.
    5. All Support Plans are a contract for one calendar year.
    6. When the Customer signs up for a Support Plan they can choose whether to pay annually or monthly. Payments are required in advance and collected by Direct Debit (DD) Mandate.
  11. Monthly Payments of any Support Plan

    1. Where the Customer chooses to pay monthly, they must provide recurring payment details for Direct Debit (DD) mandate collection.
    2. Monthly payments are due each month, on the same day of the month the plan was purchased.
    3. Panda EPOS will attempt, through their payment providers, to take the payment each month. Where payments fail Panda EPOS will attempt or request to take the payment again.
    4. If a payment fails (not paid on time when due) Panda EPOS retains the right to restrict or cease access to the Panda EPOS software for all of the Customer’s licenses, locations and devices until payments continue, and missed payments are received in full. It is the Customers responsibility to ensure Panda EPOS is in receipt of funds due.
    5. If the Customer wishes to cancel their Support Plan mid-way through the one-year contract, they will be liable to pay a charge calculated by multiplying the number of months remaining on the contract by their monthly payment.
  12. Time and Materials (T&M) Support (out of contract or otherwise)

    1. Where there is no Support Plan in place, cancelled, lapsed, or services are requested outside of these Terms (example clauses 20 and 21 below), including additional services in general, Panda EPOS will request advance payment on account, prior to offering support and service on a ‘time and materials’ basis at the terms quoted to the Customer at that time - in advance. This may include premium rate number for telephone support.
    2. Additional training may be charged as T&M at the sole discretion of Panda EPOS.
    3. Charges include and not limited to travel costs, time and subsistence.
    4. T&M for services within the UK are based on £60.00 + VAT per hour, plus any subsistence and or travel costs.
    5. There is a minimum charge of £60.00 + VAT payable in advance to include 60 minutes of support.
      1. If only (for example) 15 minutes of the pre-paid support is used up a credit sits on the customer account for future support requirements. Pre-payments are valid for up to 12 months, therefore need to be used up, otherwise lost, or if in the case of unused pre-paid credit sums in excess of £60.00 a credit note will be raised.
    6. Time charged is based on:
      1. Per person – per Panda EPOS support representative
      2. Support time
      3. Troubleshooting time
      4. Care and consideration time
      5. Research and development (R&D) time
      6. Travel time
    7. On request Panda EPOS can quote an estimate for pre-payment in advance prior to any work or support commencing.
    8. Panda EPOS reserves the right to withhold or suspend any service pending payment in full for any outstanding monies.
  13. Premium Plus Support

    1. Customers may choose to upgrade from Premium Support to Premium Plus Support.
    2. The monthly Premium Plus Support charge is payable for each EPOS terminal and/or license.
    3. The cost of Premium Plus Support is £38.00 + VAT per month per EPOS terminal or license.
    4. If the Customer is already partway into a Premium Support contract their existing contract will be cancelled and replaced by the Premium Plus Support contract.
    5. Where the Customer paid annually for a Premium Support plan the pro-rata remains of this payment will be discounted from the Premium Plus Support plan’s payment.
    6. The Premium Plus Support contract is an annual rolling contract, with a minimum of 12 months.
  14. Premium Support

    1. The monthly Premium Support charge is payable for each EPOS terminal and/or license.
    2. The cost of Premium Support is £18.00 + VAT per month per EPOS terminal or license.
    3. To calculate the total cost, multiply the number of EPOS terminals or licenses by £18 + VAT per month, where the total sum will be collected by Direct Debit (DD) Mandate.
  15. Support

    1. Our minimum mandatory Support contract charge is £9.99 + VAT monthly charged in advance collected by DD. This minimum mandatory charge applies to each EPOS or POS system or license supplied.
  16. Renewal & Cancellation of all or any Support Contract/s

    1. After one year the Customer’s contract will automatically renew for another year unless the Customer advises Panda EPOS before the renewal date that they do not wish it to renew.
    2. The Customer can serve 30 days’ notice prior to the renewal date in which to notify Panda EPOS that they do not wish to continue on Support, Panda EPOS will cancel the contract with no penalty to the Customer.
    3. To continue to use the Panda EPOS software after cancellation the Customer must either pay the Annual License Fee or sign up to another Support Plan.
    4. Panda EPOS may also choose to end the contract if:
      1. The Customer does not pay the charges when they are due.
      2. The Customer breaks this agreement and/or a related agreement in any other material way and you don’t correct the situation within 7 days of us asking The Customer to do so.
      3. We reasonably believe that The Customer are infringing or have infringed our rights or the rights of a third party.
      4. The Customer is the subject of a bankruptcy order, or become insolvent, or makes any arrangement with or for the benefit of creditors.
      5. Panda EPOS discontinues this product.
    5. Where Panda EPOS ends this contract, they will give at least 30 days’ notice.
  17. Support includes

    1. The Annual License fee (i.e. the Customer does not need to pay the Annual License fee).
    2. Email Support.
    3. Selective software updates.
    4. Encrypted cloud-based backup of transaction data (SaaS only).
  18. Premium Support includes:

    1. Access to the Panda EPOS Support Team during office hours (Monday-Friday 9am-5pm UK time, excluding public holidays).
    2. The Annual License fee (i.e. the Customer does not need to pay the Annual License fee)
    3. Remote technical support.
    4. ‘Return to Base’ warranty hardware maintenance and repair service
    5. Selective software updates.
    6. Email support.
    7. Online Chat Support.
    8. Telephone support.
    9. Encrypted backup of transaction data (SaaS only).
    10. Remote training sessions for management and staff.
  19. Premium Plus Support includes everything within the Support and Premium Support plans and also:

    1. Warranty upgraded from “Return to Base” to “cold swop” “Exchange” to customer site.
    2. Priority 24/7 support.
    3. Priority phone support.
    4. Priority email support.
    5. Remote customer EPOS system product and pricing amendments/changes support.
  20. Delivery of Goods

    1. Free delivery is offered on all orders over £350.00 + VAT to the UK only. For all UK orders below this amount, a fee of £8.95 + VAT is charged during the checkout process.
    2. Whilst Panda EPOS takes every care to ensure the packaging prevents any damage in transit, it is the Customer’s responsibility to check the products before they accept them at time of delivery.
    3. In the rare occasion that a product is faulty or damaged on arrival we will provide a replacement product. Panda EPOS must be notified of any faults or damages on the day of delivery.
    4. Whilst Panda EPOS shall use reasonable commercial endeavors to deliver the goods by the date specified on the Customer's order, it shall not be liable for the delay in delivery from any cause whatsoever and howsoever arising.
    5. A named person must sign for all deliveries. Our third-party supplier may notify you by email and text message when you should expect the delivery. It is the responsibility of the Customer to provide Panda EPOS with the correct address, email and mobile number, to make the most of this service.
    6. It is the responsibility of the Customer to have an appropriate person available to sign for the delivery. Panda EPOS are not responsible for any deliveries that cannot be made due to failed access to the property.
    7. We recommend that you keep the original packaging. In case the product needs to be returned for repair, original packaging will provide better protection for the products during transportation. If an item is damaged in transit, due to poor packaging by the Customer, then we reserve the right to charge for this.
  21. Installation and training Services

    1. Where time specific and/or on-site delivery and/or with installation and/or with training has been agreed, it is the customers responsibility to ensure Panda EPOS time and costs are not wasted, disrupted or aborted without at least 48 hours advance notice. Any cancellation or change notice must be acknowledged and accepted in writing by Panda EPOS.
    2. There are no exceptions to this rule.
    3. If the disruption is caused by events outside the Customers control, then the customer has to make a claim on their own business insurance. Either way the Customer holds Panda EPOS harmless to any impact whatsoever which disrupts prior agreed works.
    4. Point 19.1 above includes time wasted by situations such as and not limited to:
      1. Can’t get access to site at the agreed time.
      2. Panda EPOS is delayed in any way from fulfilling its time and cost sensitive duties, such as the site location isn’t ready or there are delays with the customer not being ready in any way.
      3. Examples are not limited to but might be:
        1. Old equipment hasn’t been removed impeding the installation
        2. Delays with transferring legacy system software or reports
        3. Required information isn’t available
        4. Required personnel aren’t available
        5. Customer sub-contractor or supplier issues
        6. Required power sockets not available
        7. Required data connection/s not available
        8. Required software isn’t available
        9. Required software licensees aren’t available
    5. End user training personnel need to be available and not distracted by other duties or pressures therefore creating a suitable environment to learn
    6. Any failure by the Customer to ensure all of the above will result in either reduced time on-site and or additional costs for wasted time, additional time and or return visit or follow-up sessions and time. The charges will be based on our standard time and materials (T&M) costs. Any applicable charges will require payment in full before any additional services are diarised or planed.
  22. Panda EPOS Hardware Warranty

    1. Any new hardware purchased directly from Panda EPOS, Manufactured by Panda EPOS or branded by Panda EPOS, is warranted against manufacturing defect for the period of one year from the date of delivery of the goods. This is the “Limited Warranty” period for this product.
    2. Any used or refurbished product purchased directly from Panda EPOS is warranted against manufacturing defect for the period of 90 days from the date of delivery of the goods, unless sold as “like new” or “ex-Demo” where it will have a period of one year from the date of delivery of the goods. This is the “Limited Warranty” period for this product.
    3. Customers may choose to purchase an Extended Warranty within the Limited Warranty period. This Extended Warranty confers the same rights as the Limited Warranty, merely extended to three years from date of original delivery of the goods.
    4. Exclusions from this Warranty
      1. Any "third-party hardware" is not covered by a warranty from Panda EPOS. Third-party hardware is any hardware not manufactured by Panda EPOS, or any hardware that is not branded as "Panda EPOS".
      2. The warranty does not apply to the software and Customer induced damages or circumstances, such as but not limited to:
      3. The product has been tampered with, repaired and/or modified by non-authorised personnel;
      4. Any seals have been broken or altered;
      5. Obsolescence;
      6. Damage (accidental or other) to the product that is cosmetic, meaning damage that does not impact the operation and functioning of the product, such as but without limitation to rust, change in colour, texture or finish, wear and tear, gradual deterioration;
      7. Damage to the product caused by war, terrorism, fire, accident, natural disasters, intentional or accidental misuse, abuse, neglect or improper maintenance, use under abnormal conditions, accidental drops, spills, or power surges/spikes:
      8. Damage to the solution caused by improper installation, connection or malfunction of a peripheral device such as a printer, optical drive, network card, or USB devices
      9. Damage to the product through neglect to protect the hardware from viruses
      10. Damage to the product caused by an external electrical fault or any accident
      11. Fraud, theft unexplained disappearance or willful acts:
      12. Liquid/fluid damage or contamination of any kind
      13. Damage caused by user error such as malware, uninstallation, other programs, mistreatment or any software problems that are caused by use of anything other than Panda EPOS software
    5. Covering a Product Under Warranty
      1. If a Customer believes their product to have fault that is covered by their warranty, they must report the issue to Panda EPOS within the warranty period and at their expense return the item to Panda EPOS.
      2. Within 28 days of receiving the goods Panda EPOS will examine the device and if covered by the warranty, and at Panda EPOS’s discretion, either:
        1. Replace the product with one of similar performance and capabilities
        2. If a device fails outside of the first 30 days of original purchase, Panda EPOS retains the right to replace or repair the product with refurbished or remanufactured parts.
        3. Repair and return the product
    6. Out of Warranty products
      1. If Panda EPOS determines your product is outside of the limited warranty we will, at the Customer’s request, prepare a quote for repair or replacement.
      2. The Customer can choose to pay for the repair or replacement or to have their original equipment returned (at their expense).
    7. Replacement products
      1. Where Panda EPOS replaces or repairs a product under warranty, or as a chargeable out of warranty service, the repaired or replacement product inherits the remaining days of warranty from the original product.
      2. If the original product has less than 30 calendar days of warranty remaining the replacement or repaired product will receive a warranty of 30 calendar days.
    8. Dead on arrival
      1. If a new device fails within the first 30 days of original purchase, and is covered by a warranty, Panda EPOS will replace the device with another new product, at Panda EPOS’s expense.
  23. Exchange service

    1. Customers that have purchased a Premium Support Plan, and where their product is covered by a Limited or Extended Warranty have their Return to Base warranty upgraded to the Exchange service.
    2. If the Customer notifies Panda EPOS prior to 2.00pm (UK time) on a working day (Monday-Friday, no public holidays) Panda EPOS will arrange for a courier to deliver a replacement product (of a similar specification to the original) to be delivered the following working day.
    3. When the courier delivers the replacement product, they will collect the failed product. They will not leave the replacement product without taking away the failed product. They will allow a maximum of 15 minutes for the replacement to occur.
    4. If Panda EPOS is notified of the need for an Exchange after 2.00pm (or on a non-working day) the replacement will be delivered in two working days’ time.
    5. It is not possible to arrange a specific time of day for the replacement.
    6. Our Exchange service is only available for addresses in the UK. For all addresses outside of the UK the return to base warranty applies.
    7. The Exchange service is not available on products for which there is no Panda EPOS warranty, for example third-party products not manufactured by Panda EPOS.
    8. If a device fails outside of the first 30 days of original purchase, Panda EPOS retains the right to replace or repair the product with used, refurbished or remanufactured parts.
    9. Exchange service exceptions
      1. Panda EPOS offers the Exchange service to Customers with a Premium Support Plan. It does not extend any warranty upon the hardware; instead it offers advance replacement of faulty equipment, rather than requiring the Customer to return the hardware before receiving a replacement.
      2. Panda EPOS only offers the Exchange service to devices that are covered by a Panda EPOS warranty. Whilst we try to validate the warranty status before agreeing to perform an Exchange, there are occasions where we perform an Exchange on devices that are not covered by warranty.
      3. The Customer must also provide the serial number of items to be exchanged when requested by Support agent. Failure to do so may result in a refusal of the Exchange case.
      4. When a device is returned to Panda EPOS via an Exchange, Panda EPOS will inspect the device to ensure that it should be replaced under warranty. If it is found to be out of warranty Panda EPOS reserves the right to raise an invoice, due immediately, for the Customer to pay the replacement cost.
      5. A product can be out of warranty for many reasons, including (but not limited to):
        1. Warranty period has expired
        2. Physical damage to the device not caused by reasonable wear and tear, such as impact damage, cracks, liquid or food damage
        3. Improper or insufficient cleaning and maintenance
        4. Negligence
      6. If the item returned is found to be in working condition but in a poor and unreasonable state of cleanliness, the Customer will be billed for cleaning at a fixed rate per item.
  24. Refunds and return of goods

    1. No return or refund will be issued unless the Complaints Procedure outline in these Terms and Conditions is followed.
    2. Any returned goods should be packed in the original packaging. Panda EPOS reserve the right to charge for any damages caused in transit due to poor packaging.
    3. Panda EPOS sales and services are excluded from the Consumer Contracts Regulations (formally known as Distance Selling Regulations) due to any transaction with Panda EPOS being ‘business to business’ (B2B), not ‘business to consumer’ (B2C). Other reasons are the high costs in preconfiguration, set-up, personalisation, training and dispatch. These items and services are strictly ‘nonrefundable’ other than where stated within these terms and conditions.
    4. Where a product has been opened, or it is an EPOS system or software, Panda EPOS will only accept a return of equipment if the system is deemed ‘not fit for purpose’ upon receipt of the goods and both parties must agree this. This must be based against the customers written purchase order terms and clearly stated requirements, prior to order and supply, where Panda EPOS accepted the order on those terms. The customer must show where Panda EPOS has failed to comply to the terms and allow a reasonable period to make good any agreed issues or shortcomings.
    5. We cannot process a return based on the following:
      1. Customer or staff not understanding or using the system properly.
      2. Customer not properly researching or qualifying the purchase.
      3. Functions that are not present or work differently to other products available in the market.
      4. Compatibility with third party items/systems.
      5. EPOS systems that has been dispatched, configured, personalised and used.
      6. Customer shutting down the business / product surplus to requirements after delivery.
      7. Orders that contain bespoke or custom equipment.
      8. Operational problems that arise from a Customer’s Internet or network connection or other environment problems that is out of our control.
      9. You have accidentally damaged the item after delivery.
      10. Misused the item and damaged it.
      11. Tried to open or tamper with the equipment in some way.
      12. You no longer require the equipment and you have personalised it.
      13. If the item was sold as faulty or via a sales offer, auction or clearance.
      14. The item is part of a custom or large order.
      15. Item is not returned in its original packaging.
      16. The goods are not in 'as new' and hygienically clean condition.
      17. Any equipment damaged may be charged at full cost.
    6. We must diagnose the return request by this following process:
      1. Understand why the Customer deems the product is ‘unfit for purpose’ attempt to reasonably resolve any issues when highlighted by the Customer via remote access.
      2. Attend the Customer’s business premises, if the situation cannot be resolved remotely, to perform a site survey and onsite training or repair. This may be subject to advance charge.
      3. Once the issue is identified Panda EPOS or it’s representative or partners, or sub-contractors, must be given reasonable time to resolve the issue and assistance to do so.
    7. Any admin, support or software license or activation fees paid or due are strictly non-refundable.
    8. Monies paid to third parties for any modifications made to the software at the Customer’s request shall also not be refunded.
    9. If we agree and you decide to return the item(s), we require it to be returned to us in the original packaging, with all boxes, items, components, leads, adaptors and manuals.
    10. The Customer is responsible for the delivery of the goods to Panda EPOS at Customer expense, and only after the goods have been checked by an engineer of Panda EPOS, will any payment be agreed upon and released. The goods must be received in original packaging as the goods were originally dispatched, otherwise a return cannot be processed.
    11. Refunds may only be made after all endeavors have been made by Panda EPOS to resolve the issue.
    12. In the event of a return, refunds, credit notes and exchanges can only be made to the card account or business/person that made the order originally, these will be processed within 28 days of return.
    13. For any payments made through a 3rd party finance company, or payment gateway facilitator, we would only be able to refund any amounts due via their instruction in writing.
    14. Any amounts paid for on-site installations, product imports, support payments, postage, module integrations and repair and labour cost are non-refundable.
    15. Any collection or return made outside of a UK address may occur additional advance costs payable by the Customer.
  25. Complaints Procedure

    1. Panda EPOS endeavors to ensure that all Customers are satisfied with their purchase, however, where problems arise the Customer commits to following this Complaints Procedure.
    2. If the Customer is not entirely satisfied with our products or services their first action should be to contact the Support Team via: 00 (44) 1452 33 22 11 or email support@pandaepos.com. Contact details are also available at www.pandaepos.com
    3. If the issue has not been satisfactorily resolved, the Customer should then make a written complaint either by email to support@pandaepos.com or by post to: Complaints Department, Panda EPOS Ltd, 17 Brunswick Road, Gloucester, Gloucestershire, GL1 1HG, England, UK.
    4. Written complaints should include full details of the situation, and the nature of your complaint, in addition to any serial numbers and accounts numbers. Additionally, please provide the best contact details to reach you on.
    5. Panda EPOS will acknowledge the written complaint, within 48 working hours, confirming that we have received your complaint, and advising you of which Panda EPOS Manager will be managing the resolution for you.
    6. The Assigned Manager will endeavor to resolve your complaint as quickly as possible, working with you to understand all aspects and come up with a proposed resolution.
    7. Once the proposed resolution is understood, the Assigned Manager will write to you documenting the resolution and rationale behind the decision.
    8. Should you still not be happy with the resolution provided, you should contact the Assigned Manager and notify them you wish to escalate your complaint further.
    9. All sales are bound by these Terms and Conditions, and Panda EPOS asks that the Customer read the full Terms & Conditions of Sale before raising a complaint. Please note that whilst your statutory rights are not affected, this is a ‘Business to Business’ (B2B) transaction and is not bound by Consumer law (such as the Consumer Rights Act 2015).
  26. Customer Responsibilities

    1. The Customer will set up a Direct Debit (DD) Mandate for on-going payments to Panda EPOS for services such as Support, SaaS Hosting, Time and Materials Support, Rentals, Consumables and/or any other services supplied on behalf of the Customer.
      1. Failure to set up a Direct Debit Mandate or cancelation of the DD will cause all and any services to be suspended.
      2. Without a Direct Debit mandate in place Panda EPOS will require annual payments in advance for its services.
        1. It is the Customers responsibility to set up the Direct Debit or request an annual in advance invoice and make payment before any services can be supplied. This includes and is not limited to all support and use of all or any software supplied.
    2. The Customer will keep the Equipment in the environmental conditions recommended by the Equipment manufacturer and ensure that the external surfaces, cables and fittings of the Equipment are kept clean and in good condition.
    3. The Customer will ensure that the Equipment is only used by trained staff in accordance with the manufacturer’s or Panda EPOS’s user instructions.
    4. The Customer will ensure that only personnel authorised by Panda EPOS adjust, modify, configure, maintain, repair, replace or remove any part of the Equipment.
    5. The Customer will provide Panda EPOS with such information and assistance concerning the Equipment, its application, use, location and environment as Panda EPOS may reasonably require, to enable Panda EPOS to carry out Support.
    6. The Customer will notify Panda EPOS if there is any failure of the Equipment and will allow Panda EPOS full and free access to the Equipment, documentation, software, materials and services necessary for the provision of the Support Maintenance.
    7. The Customer will ensure that relevant trained and experienced staff is available when required to provide Panda EPOS with information required to diagnose and/or repair the Equipment.
    8. Where Panda EPOS provides remote diagnostic services in respect of the Equipment, the Customer will put and keep in place a remote access link to the Equipment, which is acceptable to Panda EPOS.
    9. The Customer hereby agrees that Panda EPOS shall have the right at any time to access the Customer’s Equipment remotely solely for the purpose of providing Support. The Customer acknowledges and agrees that (solely for the purposes of providing support), such remote diagnostic services may be undertaken at times where the Customer is unavailable (for example, outside the Customer’s working hours) and Panda EPOS shall have the right to perform any diagnostic and maintenance services.
    10. The Customer must tell Panda EPOS in writing immediately that the Equipment or any part of it is changed.
    11. The Customer will notify Panda EPOS of change in the location of any part of the Equipment. Whilst any Equipment is being moved, all PANDA EPOS’s obligations to provide Support will be suspended. Support will be reinstated following re-installation of the Equipment provided that the Equipment has not been damaged or affected during the move. If the Equipment has been damaged or affected during the move, Panda EPOS shall have the option to inspect such Equipment at the current chargeable rates payable by the Customer.
    12. Unless specifically included in the Support Agreement, the Customer is responsible for the cost of Software and/or Firmware upgrades which the Customer may request.
    13. The Customer undertakes to put and keep in place adequate security measures to protect the Equipment and any other software or data from viruses, harmful code or unauthorised access. Panda EPOS shall not be responsible for any unauthorised access to the Equipment by means of hacking, any unauthorised access of the Equipment with intent to commit or facilitate the commission of an offence or any unauthorised modification of Equipment by a third party.
    14. Whilst every effort is made to maintain a remote access link to the Equipment, Panda EPOS will not be liable for any loss suffered by the Customer if for any reason the remote access link is unavailable or interrupted for any period of time.
    15. The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Equipment.
  27. Panda EPOS Software End User License Agreement

    1. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING ANY PANDA EPOS SOFTWARE. BY USING OUR SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE PANDA EPOS SOFTWARE.
  28. General Use

    1. The software, interfaces, content, fonts, documentation and any data that came with your Panda EPOS license as may be updated or replaced by software updates or system restore software provided by Panda EPOS whether in read only memory, on any other media or in any other form are licensed, not sold, to you by Panda EPOS LTD for use only under the terms of this License.
    2. Panda EPOS retain ownership of the software itself and reserve all rights not expressly granted to you.
    3. Panda EPOS, at its discretion, may make available future updates to the software for your Epos system.
    4. The Customer shall carry out regular back-ups to removable media stored separately from the supported items and carry out other normal system housekeeping routines. Panda EPOS shall not be liable for any loss or damage sustained or incurred by the Customer or any third party through loss or spoiling of data resulting from any maintenance activity by Panda EPOS required or performed under this Agreement. Panda EPOS will use reasonable endeavors to put right any such loss of data or programs but reserves the right to charge for such.
    5. The Customer remains totally responsible to have adequate virus protection to all parts of the system.
    6. Any additional software that is downloaded by the Customer, which is not already pre-installed on your system, is done at the Customers’ own risk.
  29. Customer use of pre-populated, suggested or draft content, including amendments made

    1. All software solutions supplied by Panda EPOS are fully customisable so that the content and images can reflect the Customers business, style and trading terms.
    2. It’s important to note that Hosted, SaaS and App services are fully live 24/7. Therefore, any changes and or errors are visible and public immediately. This represent a significant risk to the public and or Customer if errors are made. It is therefore vital that the Customer takes full responsibility for all content at all times.
      1. This includes and is not limited to copywrite consent to use or display any content whatsoever; is the responsibility of the Customer.
      2. The Customer must ensure they are not in breach of any copywrite for all material and images uploaded onto their POS, Website and/or Mobile App/s.
      3. The Customer is responsible for all Copywrite relating to their use of our services where changes have been made at their request. Panda EPOS can’t be held responsible or liable for any changes made based on the Customers request/instructions.
      4. This is especially important where content, text, images, brands, names and logos are used.
    3. Where Panda EPOS supplies, pre-populates or offers standard generic content, data text, terms or fields, it’s the Customers responsibility to check everything before using anything, therefore taking full ownership of any content associated with the Customers name and or business.
      1. Where Panda EPOS may suggest or populate generic or draft content it’s intended to demonstrate how the fields may look and or function, no more. The Customer must take ownership of their local laws mitigating all risks themselves ensuring the content is correct.
      2. Hosting of content by Panda EPOS on behalf of a Customer doesn’t imply liability or responsibility.
    4. Where the Customer requests Panda EPOS to set up the system or application or make changes to anything on their behalf, it’s the Customers responsibility to check everything before a member of public can place and order or make a decision based on the available information.
      1. Further to this; Panda EPOS takes absolutely no responsibility for any amendments requested and doesn’t check content supplied by the Customer. It’s the Customers responsibility to check that all content or amendments requested are correct, valid, lawful, safe and in no way could hold risk for anyone.
      2. This is especially important where public safety may be at risk for any reason.
        1. We draw the Customers attention to the importance of Allergens risk and dietary preferences
    5. It is the Customers responsibility to ensure all content is legal in line with any applicable laws and changes in law as required.
    6. Panda EPOS doesn’t take any responsibility for content available to others in the Customers name or associated with the Customer.
      1. Any and all business conducted by the Customer using any content associated with the Customers name and or brand is the sole responsibility of the Customer not Panda EPOS.
  30. Permitted license users and restrictions

    1. Each license allows you to use the software on the specific terminals requested by the Customer at point of purchase.
    2. Each license does not allow the Software to exist on more than one terminal, and you may not make the Panda EPOS software available over a network, where multiple devices, or multiple computers could use it at the same time, unless otherwise agreed by the Panda EPOS.
    3. This license does not grant you any rights to use Panda EPOS proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party devices and accessories for use with the Epos system. Except as and only to the extent expressly permitted in this license or by applicable law, you may not copy, decompile, reverse engineer, disassemble, and attempt to derive the source code of, decrypt, modify, or create derivative works of the Panda EPOS software, Panda EPOS software updates, or any part thereof. Any attempt to do so is a violation of the rights of Panda EPOS. If you breach this restriction, you may be subject to prosecution and damages.
  31. Transfer

    1. You may not assign, rent, lease, lend, redistribute or sublicense the Panda EPOS software or software updates
  32. Termination

    1. This license is effective until terminated. Your rights under this license will terminate automatically without notice from Panda EPOS if you fail to comply with any term(s) of this license. Upon the termination of this license your software will be restricted.
    2. Termination fees may apply in-line with the terms of this agreement.
  33. Limitation of liability

    1. To the extent not prohibited by law, in no event will Panda EPOS be liable for personal injury, or any incidental, special indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Panda EPOS software and software updates however caused, regardless of the theory of liability (contract, tort or otherwise).
    2. In no event shall Panda EPOS’s liability to you for all damages exceed the amount of your initial purchase price foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
  34. API (Application Programming Interface) Terms of Use

    1. These API Terms of Use are addressed to any party that makes use of the API.
  35. Licensed Uses and Restrictions

    1. These terms of user apply only to the use of the API, however, are in addition to the other terms and conditions of the Panda EPOS software.
    2. The Panda EPOS API’s are owned by Panda EPOS and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sub-licensable basis on the terms and conditions set forth herein.
    3. These terms define legal use of the Panda EPOS API’s, including all updates, revisions, substitutions, and any copies of the Panda EPOS API’s made by or for you.
    4. Panda EPOS Customer data (including but not limited to transaction data, sales data, product data, stock data) are owned by the Customer and not by Panda EPOS.
    5. All rights not expressly granted to you are reserved by Panda EPOS.
    6. Rights to use the Panda EPOS API are terminated if Panda EPOS disables your access to the Panda EPOS API’s.
    7. You shall:
      1. Comply with Panda EPOS ‘Terms and Conditions’ available at www.PandaEPOS.com
      2. Comply with any requirements or restrictions imposed on usage of Customer Data by their respective owners. Although the Panda EPOS API’s can be used to provide you with access to Customer Data, neither Panda EPOS's provision of the Panda EPOS API’s to you for your use of the Panda EPOS API’s override Customer Data privacy requirements and restrictions, which may include "all rights reserved" notices, Data protection, Creative Commons licenses or other terms and conditions that may be agreed upon between you and the Customers. In ALL cases, you are solely responsible for making use of Customer data in compliance with owners' requirements or restrictions.
      3. Remove from your application within 24 hours any Customer Data or other information that the owner asks you to remove.
      4. Disclose in your application through a privacy policy or otherwise displayed in the footer of each page, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties may serve content and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
      5. Provide accurate contact details for yourself to Panda EPOS upon request.
      6. Provide an accurate statement of intended use of the API to Panda EPOS upon request, and once provided restrict your activities to stay within this statement.
    8. You shall not:
      1. Use the Panda EPOS API’s for any application that replicates or attempts to replace the essential user experience of pandaepos.com or any Panda EPOS app or website.
      2. Attempt to cloak or conceal your identity or your application's identity when requesting authorization to use Panda EPOS API’s.
      3. Cache or store any Content other than for reasonable periods in order to provide the service you are providing to Panda EPOS users.
      4. Use the Panda EPOS API’s for any application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
      5. Use the Panda EPOS API’s in any manner or for any purpose that violates any law or regulation within the UK and the location of any of your own servers, or any rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
      6. Use the Panda EPOS API’s in a manner that adversely impacts the stability of Panda EPOS servers or adversely impacts the behavior of other applications using the Panda EPOS API’s. Further, we reserve the right to rate limit or block applications that make a large number of calls to the API that are not primarily in response to direct user actions.
      7. Sell, lease, or sublicense the Panda EPOS API’s or access thereto or derive revenues from the use or provision of the Panda EPOS API’s, whether for direct commercial or monetary gain or otherwise, without prior written agreement from Panda EPOS.
      8. Serve, or allow third parties, to serve advertising materials to Customers, or to collect data for the purposes of marketing or advertising.
  36. Ownership and Relationship of Parties

    1. The Panda EPOS API’s may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.K. and other countries.
    2. Panda EPOS's rights apply to the Panda EPOS API’s and all output and executable of the Panda EPOS API’s, excluding any software components developed by you which do not themselves incorporate the Panda EPOS API’s or any output or executable of the Panda EPOS API’s.
    3. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms.
    4. Panda EPOS owns all rights, title, and interest in and to the Panda EPOS API’s.
    5. These terms grant you no right, title, or interest in any intellectual property owned or licensed by Panda EPOS, including (but not limited to) the Panda EPOS API’s and Panda EPOS trademarks.
  37. Support

    1. Panda EPOS may elect to provide you with support or modifications for the Panda EPOS API’s (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you.
    2. Panda EPOS may change, suspend, or discontinue any aspect of the Panda EPOS API’s at any time, including the availability of any Panda EPOS API’s.
    3. Panda EPOS may also impose limits on certain features and services or restrict your access to parts or all of the Panda EPOS API’s or the Panda EPOS Web site without notice or liability.
  38. Payment

    1. Panda EPOS retains the right to make a charge for use of the API on a recurring basis.
    2. All payments are required to be made and collected by Direct Debit (DD) mandate including VAT.
    3. Panda EPOS may increase, reduce or remove this charge at any time. Where an increase is made a notice period of no less than 7 calendar days will be given.
    4. Where payment is not received Panda EPOS withholds the right to prevent, block or withhold access to some or all Panda EPOS services. This includes denying access to other Panda EPOS services not connected to the one where payment has not been received.
  39. Disclaimer of Any Warranty

    1. Some of the Panda EPOS API’s may be experimental and not tested in any manner. Panda EPOS does not represent or warrant that any Panda EPOS API’s are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid.
    2. The Panda EPOS API’s are provided "as is" with no warranty, express or implied, of any kind and Panda EPOS expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.
    3. Your use of the Panda EPOS API’s is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any Panda EPOS API’s including, but not limited to, any damage to your computer system or loss of data.
    4. It remains your responsibility to verify the integrity and accuracy of any data accessed, edited or supplied through the API.
  40. GDPR (General Data Protection Regulations) and or Data Protection Laws

    1. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply with all applicable Data Protection Laws and any other applicable privacy laws and regulations.
    2. Data Specification: The Customer must provide Panda EPOS with a document setting out the (a) subject matter and duration of any processing to be undertaken by Panda EPOS; (b) the nature and purpose of the processing; and (c) the type of Personal Data and the categories of data subject relevant to this Agreement.
    3. Data Controller. The Customer acknowledges and agrees that it will be the Data Controller under this Agreement and that it will be responsible for adequately addressing the use of cookies and data protection obligations in its end-customer / Customer Terms & Conditions and policies. As Panda EPOS does not have any control over the Customer’s data protection notices, policies and Terms & Conditions, the Customer will indemnify and keep Panda EPOS and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Panda EPOS arising out of or in connection with any claim in respect of: (a) a breach of clause 21.1, 21.2 or 21.3; (b) any liability arising whatsoever in respect of the cookies on, or the capture of Personal Data through, the Customer’s website(s); and (c) the consent of data subjects for the exportation of any Personal Data outside of the European Economic Area by Panda EPOS under clause 21.6.
    4. Data Processor. Panda EPOS acknowledges and agrees that it will be the Data Processor under this Agreement and that it shall: (a) keep all Personal Data it receives, stores and collects from the Customer strictly confidential (pursuant to clause 20 (Confidentiality), and not disclose any Personal Data to third parties; (b) not use the Personal Data for any purpose other than to perform its obligations under this Agreement; (c) ensure that all Personal Data it receives, stores and collects from the Customer is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by the Customer and Panda EPOS shall not process the Personal Data for any other purpose, unless required by law to which Panda EPOS is subject, in which case Panda EPOS shall to the extent permitted by law inform the Customer of that legal requirement prior to responding to the request; (d) promptly carry out any written request requiring Panda EPOS to amend, transfer or delete the Personal Data or any part of the Personal Data made by the Customer during this Agreement; and (e) notify the Customer without undue delay or in any case within 48 hours upon Panda EPOS or any sub-processor becoming aware of a breach affecting Personal data and at this time providing the Customer with all sufficient information required to meet any obligation to notify the relevant data protection authority or inform affected individuals under applicable Data Protection Laws.
    5. Assistance. Panda EPOS agrees to assist the Customer with all subject access requests which may be received from an end-customer in a prompt timeframe (at the Customer’s cost) and ensure that appropriate technical and organisational measures are in place to enable the Customer to meet its obligations to those requesting access to Personal Data held by Panda EPOS. Upon request, Panda EPOS shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 21. Panda EPOS shall assist the Customer in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that Panda EPOS shall be entitled to charge a reasonable fee for such assistance.
    6. Data Transfers. Panda EPOS agrees not to transmit any Personal Data to a country or territory outside the European Economic Area without the Customer’s prior written consent, provided that such consent is hereby deemed provided where the Personal Data is subject to an adequate level of protection in accordance with Data Protection Laws.
    7. Return of Data: Upon the termination or expiry of this Agreement for any reason, Panda EPOS shall return all Personal Data to the Customer as requested by the Customer in writing, provided that this shall not prevent Panda EPOS from retaining a copy to meet its legal or regulatory obligations.
    8. Sub-Processors. The Customer hereby agrees that Panda EPOS may appoint any of its subcontractors as sub-processors without requiring further consent. Such sub-contractors are deemed to be approved under this clause and the Customer may request a list of such sub-processors from time to time.
    9. Safeguards. Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purpose of processing as well as the varying risks to rights and freedoms of natural persons, the parties warrant that for the duration of this Agreement they will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of the end-customers or employees and to protect against anticipated threats or hazards to the integrity of such information and records.
    10. The Customer acknowledges and agrees to the processing by Panda EPOS of all of the Customer’s transactional and sales data, which may include ‘Personal Data’ (as defined by applicable Data Protection Laws) for all purposes connected with this Agreement.
    11. The Customer acknowledges that any data transmitted over the Internet or through any other form of transmission including by telephony or other electronic means cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form.
    12. Panda EPOS cannot guarantee the recovery of Customer data where this is deleted by the Customer (or Panda EPOS at the Customer’s request).
  41. Limitation of Liability

    1. Panda EPOS shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the Panda EPOS API’s, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not Panda EPOS has been advised of the possibility of such damages.
    2. Under no circumstances shall Panda EPOS be liable to you for any amount, as far as can be restricted by law.
    3. Panda EPOS will not be liable for any loss, or future loss, of income that may occur from the discontinuation of any service that you have become reliant on.
  42. General Terms

    1. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the API Terms of Use, you and Panda EPOS shall be and act independently and not as partner, joint venture, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Panda EPOS, express or implied, and you shall not attempt to bind Panda EPOS to any contract.
    2. Invalidity of Specific Terms. If any provision of the API Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and that the other provisions remain in full force and effect.
    3. No Waiver of Rights by Panda EPOS. Panda EPOS's failure to exercise or enforce any right or provision of the API Terms of Use shall not constitute a waiver of such right or provision.
    4. Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only and shall not limit or otherwise affect the terms of the API Terms of Use. Any construction or interpretation to be made of the API Terms of Use shall not be construed against the drafter. The API Terms of Use constitute the entire agreement between Panda EPOS and you with respect to the subject matter hereof.
  43. Right to Assign

    1. Panda EPOS may assign, sub-contract or otherwise transfer the benefit of, and/or its obligations under these terms and conditions and/or any customer contract to any person or organisation at any time.
  44. Panda EPOS Employees and/or Sub-Contractors and/or Suppliers

    1. The Customer will take all such steps as may be necessary to ensure the safety and welfare of any of Panda EPOS’s representatives who visit any premises of or on behalf of the Customer or Panda EPOS.
    2. The Customer will fully indemnify and hold harmless Panda EPOS from and against any claim for loss, damage or injury to any person or property occasioned by or arising directly or indirectly from any negligence or misuse of the Goods or the Equipment or any other breach of these Terms by or on behalf of the Customer.
  45. Force Majeure

    1. Panda EPOS cannot be held responsible or liable for unforeseeable circumstances outside of its control or influence in exceptional circumstances.
  46. Entire Agreement

    1. These Terms, the Offer, the Proposal, Project Plan and Support Agreement contains the entire agreement and/or Contract between the parties with respect to their subject matter and supersede all previous written and oral agreements and understandings between the parties. The Customer acknowledges that in entering into the Contract it does not rely on any representation, warranty, agreement or other provision except as expressly set out in these Terms and that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in these Terms will affect the liability of Panda EPOS for any fraudulent misrepresentation.
  47. Jurisdiction

    1. The construction, validity and performance of this Contract shall be governed by English law and the parties hereby agree to English court’s jurisdiction.

Registered office:

17 Brunswick Road

Gloucester

Gloucestershire

GL1 1HG

England UK

Tel: 00 44 (1) 452 33 22 11

Email: info@pandaepos.com


Company Registration Number: 104 166 78 (England & Wales)

VAT Number: 268 6639 49

FCA Number: 760936

Panda EPOS Limited – T&C’s – v8 – September 2020