TERMS AND CONDITIONS FOR PROFESSIONALS

1. Welcome to Panda. Please take a few minutes to read these terms and conditions to help you understand the terms on which we provide our services to you and which govern our relationship.
2. Panda Technology Holdings Limited operates this mobile application as well as its related platforms (the "App"). Your access to and use of this App and/or the services (that we render to Professionals such as yourself and to users, as applicable) (the "Services") is governed by these terms and conditions (the "Terms and Conditions") as read with the privacy policy located at https://www.joinpanda.com/privacy-policy (the "Privacy Policy").
3. Any references to "Panda", "we", "us" or "our" in these terms and conditions shall be to Panda Technology Holdings Limited, and shall include, where applicable, our affiliates and subsidiaries. References to "Professional", "you" or "your" shall be to any person making use of the App to render their services to users or to contribute content, advice or information. References to "users" shall be to users of the App and/or the Services that are not Professionals.
4. Users of the App are bound by the User Terms and Conditions, as made available at https://www.joinpanda.com/terms-and-conditions. Please acknowledge their rights and obligations that may have an impact on your use of the App.
5. These Terms and Conditions contain warranty disclaimers and other provisions that limit Panda's liability towards you, or which may require you to indemnify us or assume a risk or liability. Any such terms will be in the same style as this paragraph. By using the App and/or the Services, you acknowledge that you have read, accept, and will be bound by these Terms and Conditions as read with the Privacy Policy. If you do not agree to this, please do not use the App and/or the Services.

1. This summary outlines the key terms and conditions applicable to your access to and use of the App and/ or the Services so that you can understand the material terms at a high level. However, please ensure that you review the full set of the Terms and Conditions.
2. You are solely responsible for your interactions with users via the App and/or when making use of the Services and for the information that you may contribute, the content you may share and the advice that you may give. You acknowledge that Panda will not be liable for any interactions between yourself and a user via the App or when you are making use of the Services.
3. To facilitate your access to the App and to provide the Services to you, we are required to process some of your personal data and to share some of this personal data with certain third parties, such as our duly appointed service providers. You agree to us processing your personal data in this regard.
4. You warrant and undertake that you hold the appropriate professional designations and qualifications to provide the advice and information that you provide, and that all your certifications, licences, and other required professional accreditations and registrations shall remain in good standing and up to date while you use the App and/or the Services.
5. You agree to ensure that any user that you interact with, has the requisite consent and/ or legal capacity to enter into any direct engagements with you.
6. You acknowledge that the App and the Services are provided on an 'as is' basis, without any warranty that the App and/or the Services will be free from defects.
7. You agree to adhere to these Terms and Conditions and to conduct yourself in a respectful, lawful manner on the App and/or when using the Services.

Please read this section carefully. It is important that you understand that Panda will not be liable for any interactions between yourself and a user via the App or when you are making use of the Services.

1. Your making use of the Services, using, accessing and/or browsing the App, and/or providing information and/or advice to any user via the App does not create any relationship between that user and Panda, aside from Panda's relationship with them as a user of our App and Services.
2. In certain instances, depending on the component of Service that the user selects on the App, a user may interact with yourself as a Professional and a separate relationship will come into existence between yourself and that user.
3. You acknowledge that Panda is not a party to the relationship between yourself and a user, and that Panda will not be liable for your acts or omissions or your conduct when you interact with a user. You are solely responsible for your interactions with users via the App and/or when making use of the Services and for the information that you may contribute, the content you may share and the advice that you may give.
4. By making use of the App and/or the Services, you warrant and undertake, as applicable, that –
   1. You hold the appropriate professional designations and qualifications to provide the advice and information that you provide, and that all your certifications, licences, and other required professional accreditations and registrations shall remain in good standing and up to date while you use the App and/or the Services;
   2. You will at all times adhere to the rules, regulations, and requirements of any relevant professional body that applies to you; and
   3. You will conduct yourself in accordance with the standards prescribed by your accrediting or registering body, and provide advice, prescribe medication (where authorised to do so), and interact with a user in conformity with such standards;
   4. You own or have the necessary licences, rights, consents, and permissions to use any content you may post or share via the App and/or when making use of the Services (including without limitation all patent, trade mark, trade secret, copyright, or other proprietary rights in and to any and all such content);
   5. Any information you provide via the App and/or when making use of the Services shall be credible and restricted to your scope of practice and field of expertise or experience, and you shall not misrepresent your expertise or experience or pronounce on areas outside of your field or experience; and
   6. You shall hold any information provided to you via the App and/or when making use of the Services in the strictest confidence and not disclose it, save where permitted in terms of applicable law.
5. Should you at any point fail to comply with the requirements set out in paragraph 3.4.4 above, you will inform Panda without delay and Panda shall reserve the right to suspend your access to the App and/or the Services, until the non-compliance is remedied. Notwithstanding the aforesaid, Panda shall in no event be liable where you fail to inform Panda as required by this paragraph 3.5 and continued to make use of the App and/or the Services.
6. You agree to ensure that any user that you interact with, has the requisite consent and/ or legal capacity to enter into any direct engagements with you.

1. To facilitate your access to the App and to provide the Services to you, we are required to process some of your personal data and to share some of this personal data with certain third parties, such as our duly appointed service providers. You agree to us processing your personal data.
2. We shall process this personal data in accordance with applicable data privacy legislation and our Privacy Policy, available here https://www.joinpanda.com/privacy-policy/.
3. Please also read the Privacy Policy to understand the types of personal data we collect about you, where we collect it from, who we may need to share it with, how long we retain it for, whether it leaves the country in which we collected it, and how you can request access to and/or deletion of your personal data.
4. The information and data you provide to Panda must be accurate, truthful, and up to date. By using the App and/or the Services, you warrant that you are not misrepresenting your identity or contributing any false or inaccurate information or data via the App.

1. Payments general:
   1. Your bank or the payment provider you select may charge additional transaction, administrative and/or facilitation fees. Panda is not responsible for any such fees.
   2. If you pay with your credit or debit card, Panda or the app store where you download the App may need to request certain additional information from you to verify and/or authorise your payment. You warrant that you are authorised to use the card you are using to make payment and that your card will have sufficient funds available to cover the cost of your purchase.
   3. Panda reserves the right to amend and update the applicable fees for Services (including the fees set out on the relevant app store where you download the App), as well as the payment terms and payment methods available, at Panda's sole discretion, subject to providing reasonable prior notice.
2. Subscriptions:
   1. Panda may from time to time at its discretion offer subscriptions for Professionals to make use of the App.
   2. You can subscribe to our App for such time periods as Panda may offer from time to time at its discretion. The available subscription periods will be set forth on our App and/or the applicable app store where you download the App.
   3. Panda may from time to time offer discounts, free trials, and similar promotional offerings. Any such offering may be subject to such additional terms as Panda may impose in its sole discretion.
   4. Panda reserves the right to cancel a free trial immediately at its sole discretion, including if Panda is made or becomes aware that a Professional has already made use of a trial subscription.
   5. After a free trial, your subscription will renew automatically at the full subscription price unless you cancel the subscription within the timeframes specified.
   6. At the end of a subscription term, your subscription will automatically renew for subsequent terms equal to the duration of the original term, unless you cancel your subscription prior to the renewal date. The cancellation periods will be set forth on the App and/or the applicable app store where you download the App.
   7. If you cancel a subscription during an active subscription term, you will not be refunded the subscription fee you paid in respect of that term, however, you will continue to have the access covered by the relevant subscription until the expiry of such subscription term.
   8. Where you subscribed to the App through the app store where you download the App, the cancellation and refund of subscription fees will be governed by the terms and conditions of that app store. Panda will not be liable for any loss or harm you suffer due to your inability to cancel or procure a refund where you subscribed via such an app store.
   9. For more information about subscription fees, please mail us at [email protected] with Professional Fees in the subject line.
3. Other charges
   1. Panda will also charge a once-off, fixed matching fee where a user is first introduced to you via the App. A match is made when the user first makes a booking for your services via the App and makes payment to you for such booking. Notwithstanding the aforesaid, Panda does not and will not recommend, or endorse, any particular Professional in exchange for a fee.
   2. The amount payable and the currency in which your amount is payable, will be specified during the payment process and more detail can be found in the App.
   3. In line with other payment gateways, Panda will charge a percentage of all payments made by users for your professional services where the payment was made using the Panda payment gateway. Further information on pricing can be found in the App.
4. Payments by users:
   1. Notwithstanding the fact that you may receive payments from users via the App, you agree that Panda is not the provider of any medical advice or services.
   2. Panda renders this service in its capacity as a payment facilitator, and any administration or payment service fees paid by you for this service shall not be construed as a commission payable to Panda and/or as the sharing of fees between Panda and yourself.
5. Should you have any questions regarding payment terms, please email us at [email protected] with the word "Fees" in the subject line.

1. You acknowledge that the App and the Services are provided on an 'as is' basis, without any warranty that the App and/or the Services will be free from defects, to the extent that it is lawful to do so, and that the existence of errors in the App and/or the Services alone will not constitute a breach of these Terms and Conditions. In the event of any such defect or error, your sole remedy will be to cease your use of the App and/or the Services.
2. Panda does not warrant that –
   1. the App and/or the Services (or any component thereof) will meet your personal requirements or expectations;
   2. the operation of the App and/or the Services (or any component thereof) will be uninterrupted or error-free; or
   3. that all errors or defects will be corrected.
3. Any information displayed or provided as part of the App and/or the Services is intended to serve as general information. No representations or warranties are made or provided in respect of such information, including in respect of the accuracy of the information. Your use of the App and/or the Services is at your own and sole risk.
4. In addition, and to the extent that it is lawful to do so, Panda disclaims all warranties and conditions with respect to the App and/or the Services, either express or implied, including, but not limited to, warranties of merchantability, accuracy, fitness for a particular purpose and non-infringement.
5. In no event shall Panda or its affiliates, officers, directors, employees, agents, service providers or contractors be liable for –
   1. any special, indirect, consequential, or incidental damages arising out of, or related to, this App and/or the Services or the information contained therein, whether such damages arise in contract, negligence, delict, under statute, in equity, at law or otherwise;
   2. anyone gaining unlawful access to the App and/or the Services or to any of its content or Panda acting on an instruction received from you; or
   3. your reliance on any material or content provided through the App and/or the Services.
6. You agree to defend and indemnify Panda and to hold Panda and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers, and employees harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from–
   1. your use of and access to the App and/or the Services;
   2. your violation of any term of these Terms and Conditions;
   3. your violation of any third party right, including without limitation any copyright, trade mark, trade secret or other property, or privacy right; or
   4. any claim that your use of the App and/or the Services caused damage to a third party.
7. This defence and indemnification obligation will survive termination, modification or expiration of these Terms and Conditions and your use of the Services and/or the App.
8. To the fullest extent permitted by applicable law, Panda's liability towards you shall be limited to an amount equal to 200% of the amount paid by you to Panda in the 12 months immediately preceding the date on which the aforesaid liability arose.

1. You may use the App and/or the Services only for purposes that are legal, and you must not (nor will you allow or cause any third party to) –
   1. tamper with, disassemble, decompile, reverse engineer, edit, attempt to derive the source code of or modify the App and/or the Services (wholly or in part);
   2. use or exploit the App and/or the Services (wholly or in part) for commercial gain under any circumstances whatsoever or copy the App and/or the Services (wholly or in part);
   3. sublicense, distribute, export, or resell the App and/or the Services (wholly or in part) or otherwise transfer any rights therein; or
   4. exercise any other right to the App and/or the Services (wholly or in part) not expressly granted in these Terms and Conditions.
2. You are granted a revocable, non-transferable, non-exclusive, limited licence to use the App to receive the Services for personal, private use.
3. Panda and/or its valid licensor owns all right, title and interest in and to the App, the Services and all information, documentation and proprietary products made available via the App. No licence or other right or interest in or to the App and/or the Services is granted to you except for the licence rights specifically set forth herein.
4. You may not duplicate or reproduce in any way the App and/or the Services or the information, documentation and/or the proprietary products made available via the App and/or the Services without the express prior written consent of Panda.
5. By communicating with Panda and/or making use of the Services or sharing content on the App, you grant Panda a royalty-free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication, content, or any information therein alone or as part of other works in any form, media, or technology, whether now known or hereafter developed, for any purpose.

1. You agree to adhere to these Terms and Conditions and to conduct yourself in a respectful, lawful manner on the App and/or when using the Services. You agree that you will not, through your use of the App and/or the Services, –
   1. infringe or violate the rights, including the intellectual property rights, of Panda, its users or of any third party;
   2. distribute any form of prohibited marketing or other unsolicited material to Panda, its users or to any third party; or
   3. post or transmit content that is defamatory, unlawful, hateful, obscene, abusive, or slanderous toward Panda, its users or toward any third party.
2. You acknowledge that Panda reserves the right to suspend and/or terminate your access to the App and/or the Services or to remove any of your contributions to the App and/or the Services should you contravene any of these terms. Panda will not be liable for any loss or harm you suffer due to your inability to access the App and/or the Services where Panda suspends or terminates your access on this basis.
3. You furthermore agree that Panda has the right to amend, suspend, terminate, or discontinue all or any part of the App and/or the Services, or your access to the App and/or the Services, at any time without written notice to you and without incurring liability, save for refunding you any amounts duly owing.
4. You can delete your Panda account at any time by following the prompts on the App.
5. We may update the App from time to time at our discretion. If you do not make use of the latest version thereof, your access to and use of the App and/or the Services may be limited.

1. Any disputes that may arise concerning this App and/or the Services and the information contained herein shall be governed by the laws of England and Wales. All proceedings, which may arise out of, or in connection with, this App and/or the Services shall be resolved by final and binding arbitration in London in accordance with the rules of the International Court of Arbitration of the International Chamber of Commerce ("Rules"). One or more arbitrators shall be appointed in accordance with the Rules. To the extent permitted by law, you waive your right to resolve any disputes with Panda as part of any class action.
2. It is not intended that any part of these Terms and Conditions contravene any provision of any legislation which may apply in your jurisdiction. Therefore, all the provisions of these Terms and Conditions must be treated as being qualified, to the extent necessary, to ensure that the provisions of applicable legislation are complied with.

1. Neither these Terms and Conditions nor any part, share or interest therein nor any rights or obligations hereunder may be ceded, delegated, or assigned by you without the prior signed written consent of Panda.
2. Panda reserves the right to cede its rights or delegate its obligations without your prior written consent where such action is pursuant to a sale of business, sale of shares, or change of ownership in Panda or its holding entities or pursuant to any internal reorganisation or amalgamation in respect of Panda and/or any of its holding entities.

All provisions and the various clauses of these Terms and Conditions are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of these Terms and Conditions which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto (as if not written herein) and the remaining provisions and clauses of these Terms and Conditions shall remain of full force and effect.

1. These Terms and Conditions, as read with the Privacy Policy, constitute the entire and only agreement between Panda and you in respect of the matters contained herein and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings concerning this App and/or the Services.
2. We reserve the right to modify or amend these Terms and Conditions at any time without notice. Your continued use of the App and/or the Services signifies your acceptance of these Terms and Conditions, as amended from time to time.

If you have any questions, comments and/or requests about these Terms and Conditions, please contact us at [email protected] with "Terms and Conditions" in the subject line.