Terms and Conditions of Service

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Panda.new, a company registered in England and Wales ("Panda", "we", "us", or "our"), governing your access to and use of the Panda.new platform and all associated services (collectively, the "Services"). By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case the terms "you" and "your" shall refer to that entity.

We reserve the right to update these Terms at any time. We will notify you of material changes via email or a notice on our platform. Your continued use of the Services following such notice constitutes your acceptance of the revised Terms.

1. Definitions

In these Terms, the following definitions apply:

• "AI Output" means any content, text, designs, assets, or other materials generated by the Services in response to your inputs. Panda is a fully managed platform and does not provide users with access to underlying source code.
• "Customer Data" means all data, content, and materials that you upload, submit, or otherwise make available through the Services, including your prompts, inputs, and any data connected to your projects.
• "Personally Identifiable Information" or "PII" means any information that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, to a specific individual, as further defined under the UK GDPR and the Data Protection Act 2018.
• "Platform" means Panda's AI-powered application-building environment, including all features, tools, APIs, and hosted infrastructure made available to you, provided as a fully managed service.
• "Sub-processor" means any third-party data processor engaged by Panda to process Customer Data on Panda's behalf in connection with the Services.
• "Subscription" means a paid or free-tier plan that grants you access to the Services.
• "Third-Party AI Providers" means external providers of artificial intelligence or machine learning models that Panda integrates with in order to deliver the Services, including but not limited to providers of large language models.
• "Token Credits" means the virtual credits used to access compute-intensive features of the Services, purchased in advance and consumed upon use.
• "Usage Data" means aggregated, anonymised data about how you interact with the Services, which does not identify you personally.
• "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names, domain names, database rights, design rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) and capable of entering into a legally binding contract to use the Services. The Services are not intended for individuals under the age of 18, and we do not knowingly collect personal data from minors. If we become aware that a minor has registered an account, we will promptly delete that account and associated data.

2.2 Account Registration

To access the Services, you must register for an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at legal@panda.new if you suspect any unauthorised access to or use of your account.

2.3 Account Automation

You must not create accounts through automated means or register accounts in bulk without our prior written consent. Any account created through automation or as part of a bulk registration may be suspended or terminated without notice.

2.4 Business Users

If you register on behalf of a company or organisation, you represent that you have authority to bind that entity. All references to "you" in these Terms shall include the entity you represent.

3. The Services

3.1 Description

Panda provides a fully managed, AI-powered platform that enables users to create, build, edit, and deploy web applications, software, and digital products through natural language inputs. The Services are delivered as a managed service; users do not receive access to underlying source code, development environments, or deployment infrastructure directly. The Services may include, without limitation: an AI content and application generation engine, cloud-hosted deployment infrastructure, integrated third-party APIs and tools, and project management functionality.

3.2 No Code Access

Panda is a fully managed platform. You acknowledge and agree that you will not have access to the underlying source code, runtime environment, server configuration, or infrastructure used to deliver your projects. All generation, compilation, and deployment is handled exclusively by Panda on your behalf.

3.3 Third-Party AI Providers

The Services rely on Third-Party AI Providers to deliver AI-powered functionality. These providers operate independently of Panda and are subject to their own terms and conditions. We do not warrant the accuracy, availability, or fitness for purpose of any output derived from Third-Party AI Providers. Our current primary Third-Party AI Providers include Anthropic (Claude), OpenAI (GPT-4 and related models), and Google (Gemini). A current list of our Third-Party AI Providers is maintained at https://panda.new/legal/ai-providers and is updated from time to time.

We do not guarantee the continued availability of any specific Third-Party AI Provider, model, integration, or feature, and we may replace or remove these at any time where reasonably necessary to operate or improve the Services.

4. Intellectual Property Rights

4.1 Your Ownership of Customer Data

As between you and Panda, you retain all Intellectual Property Rights in and to your Customer Data. By submitting Customer Data to the Services, you grant Panda a limited, non-exclusive, royalty-free, worldwide licence to process, store, and use your Customer Data solely to provide and improve the Services in accordance with these Terms and our Privacy Policy.

Notwithstanding the foregoing, Panda may use techniques, know-how, and generalised learnings derived from providing the Services, provided that such use does not identify you or disclose your Confidential Information or Customer Data.

4.2 Ownership of AI Output

Subject to these Terms and applicable law, AI Output generated through the Services is owned by you. You may use AI Output for any lawful purpose, including commercial purposes, without restriction, subject to any rights that may vest in third parties (including the operators of any Third-Party AI Providers used by the Services).

5. Acceptable Use Policy

5.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. You are responsible for all content you create or deploy using the Services.

5.2 Prohibited Conduct

You must not use the Services to:

• Create, distribute, or deploy malicious software, viruses, malware, ransomware, or any code or application designed to harm, disrupt, or gain unauthorised access to systems
• Generate, host, or distribute content that is unlawful, harmful, defamatory, obscene, hateful, or that infringes the rights of any third party
• Create, promote, or distribute content that exploits, harms, or endangers children
• Infringe the Intellectual Property Rights of Panda or any third party
• Circumvent, disable, or interfere with any security features or access controls of the Services
• Probe, scan, or test the vulnerability of the Services or any related system or network
• Conduct network attacks, denial-of-service attacks, or any activity that creates an undue burden on Panda's infrastructure
• Mine or generate Bitcoin, other cryptocurrencies, or any digital tokens using compute resources provided by the Services
• Scrape, crawl, or extract data from the Services through automated means, including for the purposes of training machine learning models, without our prior written consent
• Attempt to reverse-engineer, decompile, or disassemble any part of the Services or the underlying infrastructure
• Engage in phishing, impersonation, or any other deceptive activity, whether directed at Panda, other users, or third parties
• Create accounts using automation or register accounts in bulk (see clause 2.3)
• Resell, sublicense, or otherwise commercialise access to the Services without our prior written consent
• Generate synthetic media (including deepfakes) intended to deceive or defraud
• Engage in abusive advertising, spamming, or unsolicited commercial solicitation through or in connection with the Services
• Engage in any activity that violates applicable laws or regulations, including those relating to data protection, export controls, sanctions, or financial services
• Use the Services to develop a directly competing product or service

6. Usage Quotas and Compute Limits

6.1 Quotas and Limits

Panda may establish usage quotas and limits that govern your use of the Services, including but not limited to computing resources, AI generation requests, storage capacity, and data transfer. The specific limits applicable to your account depend on your Subscription plan and are described on our pricing page at https://panda.new/pricing and in our documentation at https://docs.panda.new/limits.

6.2 Exceeding Limits

If you exceed the limits associated with your Subscription, your access to affected features may be throttled, paused, or subject to additional charges at the rates published on our pricing page at https://panda.new/pricing at the time of excess use. Where additional charges apply, these will be automatically billed to your payment method on file.

7. Subscriptions, Payments, and Billing

7.1 Subscription Plans

We offer a range of Subscription plans, including free and paid tiers, as described on our pricing page at https://panda.new/pricing. We reserve the right to change our pricing at any time with reasonable prior notice. Continued use of the Services after a price change takes effect constitutes your acceptance of the new pricing.

7.2 Payment

Paid Subscriptions are billed in advance on a monthly or annual basis, as selected by you. All payments are processed by a third-party payment processor. By providing your payment details, you authorise us (or our payment processor) to charge the applicable fees to your payment method. You agree to maintain a valid payment method for the duration of your Subscription.

7.3 No Refunds

Except as expressly stated in these Terms, all fees are non-refundable. This does not apply where you terminate due to our material breach, our termination for convenience, or where a refund is required by applicable law.

8. Data Protection and Privacy

8.1 Data Controller

Panda.new acts as a data controller in respect of personal data and Personally Identifiable Information it collects from you when you use the Services. Our Privacy Policy, which forms part of these Terms, sets out how we collect, use, store, and share your personal data and explains your rights under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

8.2 Data Processing Agreement

Where you upload or process personal data about third parties through the Services, you act as the data controller for such data, and Panda acts as a data processor on your behalf. In such cases, our Data Processing Agreement ("DPA"), available at https://panda.new/legal/dpa and incorporated into these Terms by reference for business customers, shall govern our processing of that personal data.

9. Disclaimers and Limitation of Liability

9.1 No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PANDA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

9.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PANDA'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PANDA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Panda.new and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services in breach of these Terms; (b) your Customer Data or any content you create or deploy using the Services; (c) your violation of any applicable law or regulation; or (d) any claim by a third party that your use of the Services infringes their rights.

11. Term and Termination

11.1 Term

These Terms commence on the date you first access the Services and continue until terminated in accordance with this section.

11.2 Termination by You

You may terminate your account and these Terms at any time by cancelling your Subscription through your account settings or by contacting us at support@panda.new. Termination will take effect at the end of your current billing period. No refund will be due upon termination (see clause 7.4).

11.3 Termination by Panda

We may suspend or terminate your access to the Services immediately and without notice if: (a) you breach any material provision of these Terms and (where remediable) fail to remedy the breach within 14 days of notice; (b) you become insolvent, enter administration, or are subject to any analogous insolvency proceedings; or (c) we are required to do so by law. We may also terminate these Terms for convenience by giving you 30 days' written notice, in which case we will provide a pro-rata refund of any prepaid fees for the unused portion of your then-current billing period.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

12.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

13. Contact Information

If you have any questions about these Terms or the Services, please contact us: