Terms & Conditions

Welcome to Panamorphix Ltd ("Panamorphix", "we", "our", or "us"). By accessing or using our websites, products, services, or software (collectively, the "Services"), you ("you", "your", "the client", or "the user") agree to be bound by these Terms and Conditions ("Terms"). Please read them carefully.

If you do not agree with these Terms, you should not use our Services.

1. Company Information

Panamorphix Ltd is a company registered in the United Kingdom.

2. Scope of Services

Panamorphix operates across multiple business units, including but not limited to:

• Panamorphix Consulting – Digital transformation strategy and advisory
• Panamorphix Labs – Research, prototyping, and IP development
• Simulation Creation – XR product design and immersive simulation builds
• Fooh Studios – Creative technology and CGI for advertising and experiences

We provide consulting services, software development, digital products, immersive simulations, creative campaigns, SaaS applications, and related advisory work.

3. Definitions

For clarity:

• "Deliverables" means any reports, software, designs, or creative assets produced by Panamorphix.
• "Client Data" means any information, datasets, or content provided by you.
• "Intellectual Property (IP)" means all patents, designs, copyrights, trademarks, trade secrets, and proprietary methods.

4. Use of Services

• You must be at least 18 years old to use our Services.
• You agree to provide accurate, current, and complete information when engaging with us.
• You are responsible for maintaining the confidentiality of any accounts, passwords, or login credentials connected to our Services.

You agree not to misuse our Services, including but not limited to:

• Attempting unauthorised access to our systems or data
• Reverse engineering, copying, or reselling our products without permission
• Using our Services in violation of applicable laws or regulations

5. Intellectual Property

• All content, trademarks, logos, designs, and intellectual property created by Panamorphix remain the property of Panamorphix Ltd unless otherwise agreed in writing.
• Clients may be granted a licence to use Deliverables under specific project agreements or SOWs.
• Unless explicitly agreed, Panamorphix retains ownership of pre-existing IP, proprietary methods, frameworks, and tools used during service delivery.
• IP transfer or licensing terms will be set out in project-specific contracts.

6. Client Responsibilities

• Provide timely feedback, materials, and approvals required to complete projects.
• Ensure all content you provide to us (e.g., images, text, datasets) does not infringe third-party rights.
• Obtain and maintain any licences or approvals necessary for your intended use of Deliverables.

7. Fees and Payment

• Fees will be set out in proposals, SOWs, or subscription agreements.
• Payments must be made in accordance with agreed schedules (e.g., deposits, staged payments, subscriptions).
• Late payments may incur interest at 4% above the Bank of England base rate.
• We may suspend or withhold Deliverables if payments are overdue.
• All fees are exclusive of VAT and applicable taxes, unless otherwise stated.

8. Confidentiality

• Both parties agree to keep confidential information secure and not disclose it without prior written consent, except as required by law.
• Confidentiality obligations survive termination of Services.

9. Data Protection & Privacy

• We process personal data in accordance with the UK GDPR and Data Protection Act 2018.
• Please review our Privacy Policy for details.
• Where Panamorphix acts as a data processor, a Data Processing Agreement (DPA) may apply.

10. Warranties & Disclaimers

• Panamorphix will use reasonable skill and care in providing Services.
• We do not guarantee that Services will be error-free, uninterrupted, or fit for every specific purpose.
• Deliverables are provided "as-is" unless expressly warranted in a project agreement.

11. Limitation of Liability

• To the fullest extent permitted by law, Panamorphix shall not be liable for any indirect, incidental, consequential, or punitive damages.
• Our total liability for any claim shall not exceed the fees paid by you for the specific Service giving rise to the claim.

12. Termination

• Either party may terminate Services in accordance with the project agreement or subscription.
• We reserve the right to suspend or terminate Services immediately if you breach these Terms.

13. Third-Party Services

Our Services may integrate with third-party platforms (e.g., Vercel, Resend, Brave API, Agora). Panamorphix is not responsible for the availability, security, or performance of third-party services.

14. Force Majeure

Panamorphix shall not be liable for any delay or failure caused by events beyond our reasonable control, including but not limited to natural disasters, internet outages, labour disputes, government actions, or supply chain failures.

15. Changes to Terms

We may update these Terms from time to time. Updates will be posted on our website with the revised "last updated" date. Continued use of Services constitutes acceptance of the revised Terms.

16. Governing Law & Dispute Resolution

• These Terms are governed by the laws of England and Wales.
• Disputes shall first be addressed through good-faith negotiation.
• If unresolved, disputes may be referred to mediation before proceeding to the exclusive jurisdiction of the courts of England and Wales.