Terms of ServicePrivacy Policy

Magic Suite - Terms of Service

Version: 1.1
Effective date: 2026-03-16
Last updated: 2026-03-16

1. Agreement

The following terms of service (collectively "Terms" or "Agreement") govern the use of the Magic Suite services and associated Professional Services (the "Service" or "Services") offered by Panoramic Data Limited or its subcontractors ("PDL", "we", "our", "us" or "Company").

By using the Services or by clicking on the "I agree" button if any, you consent to be legally bound by the Terms. Furthermore, they represent that you both a) bind the organisation, company or other legal entity represented by the email address used to register your system account (the "Customer") to the Terms and b) have the authority to do so. If you do not have such authority, you must not accept the Terms and may not use the Services.

2. Subscription

We offer subscription-based Services. By using the Services, you have a limited, non-exclusive, non-transferable and terminable licence to access and use the Services solely for your business operations during the period between a) you first agreeing to these Terms until b) termination (the "Subscription Period"). You are prohibited from sub-licensing use of the Services to third parties. Any person from your email domain that registers a system account shall be considered a "User" for the purposes of these Terms.  There are two types of Subscription - "Paid", whereby you pay an annual or monthly consideration ("Fee") and "Unpaid" whereby you receive a subset of services for no consideration.

For Paid subscriptions, during your Subscription Period we shall use commercially reasonable efforts to provide Users with:
  • access to the Service 24 hours a day, 7 days a week, except for:
    • "Scheduled Maintenance Windows" where we take the service down for planned systems maintenance, and details of which are published in the online system documentation.  We shall inform you three (3) months in advance of any changes to this schedule.  We will use reasonable efforts to keep such maintenance under one hour in duration each month.
    • “Unscheduled Maintenance Windows”, where we take the service down without notice for the purposes of remedying critical, customer-affecting functional or security issues.  We will use reasonable efforts to keep such maintenance under seven hours in duration each month, except by prior agreement.
    • circumstances beyond our reasonable control, including without limitation acts of government, flood fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet Service Provider failures, outages or delays (collectively "Extraordinary Circumstances")
  • best-efforts support ("Support") via our "Feedback" subsystem during UK office hours;
For Unpaid subscriptions, we are under no obligation to provide either the Service or Support and may terminate the Service and/or Support at any time and without prior notification.

Your use of the Services and Support is expressly only licensed for the Subscription Period and while you remain a current customer in good standing. You acknowledge and agree that you will not have access to information or data relating to your use of the Services upon expiration or termination of the Subscription Period.

Work outside of the Services provided by PDL personnel on a time and materials or fixed price basis for an identified project or scope of work (collectively "Professional Services") are available for an additional "Professional Services Fee". Professional Services fee, coverage and terms information are available from PDL and will be included in an order upon request.

3. Subscription fees, billing and renewal

A. Paid Subscription.

By subscribing to the Services, you expressly agree to pay subscription fees corresponding to your subscription plan, plus any applicable taxes and duties, if any. During any Term that you remain in good standing, we will, unless either party gives the other written notice of non-renewal at least 30 days before the end of the Initial Term or any Renewal Term, automatically renew for additional periods equal to the expiring Term (each as defined below).
  1. Your Subscription. Fees are billed as of the Service commencement date for the entire initial subscription period (at least twelve months as set forth on the Order Form for the Services (the “Initial Term”)) of the Agreement and for each additional renewal period of the same length (a “Renewal Term”), for the initial minimum commitment specified in the applicable Order Form, net of any contractual discount (the “Minimum Commitment”). The period of your use of the Services during the Initial Term and each Renewal Term under this Agreement is referred to as the “Term”.
  2. Any increase in the actual usage above the derived daily Minimum Commitment paid for during the Term ("Overages") will be billed to you by PDL for each month of service, upon the end of the applicable month, via invoice, which shall be due and payable in accordance with PDL’s standard terms.

B. Usage Fees.

The Service is charged on the following basis:
  1. ReportMagic:
    1. Count of "Production Report Job" defined as the conversion of a single "Input Document" into one or more "Output Documents" and which is indicated as such in the Service User Interface, whether executed manually or as part of a “Report Schedule”;
    2. Count of "Free Report Job" defined as the conversion of a single "Input Document" into one or more "Output Documents" as part of a "Report Job" and which is indicated as such in the Service User Interface and which may be limited in template source, scope, size, queue position, resource allocation, may contain advertising banners and which may only be available in a limited number of output formats; and
    3. "Other Output" defined as other file downloads available via the Service User Interface.
    4. Your usage fees shall be determined by the total number of "Production Report Jobs" created by the Service, including cases where Warnings and Macro Errors are present in the output, and excluding:
      1. Report Jobs where a System Error occurred due to Service defects; and
      2. Report Jobs manually executed by PDL personnel.
    5. We reserve the right to count larger Production Reports (e.g. with a large Report Macro count, with a large number of Output Documents, with a long execution time or which consume a large number of resources) as more than Production Report, and to adjust fees with thirty (30) days advance notice.
    6. We are under no obligation to provide "Other Reports" or "Other Output" and are no obligation to provide any level of service with respect to these.
  2. ConnectMagic:
    1. The number of DataSets configured in the System.
  3. DataMagic:
    1. The number of Devices monitored by the System.
  4. AlertMagic:
    1. The sum total number of Devices monitored by all systems configured to send Webhooks to the AlertMagic Webhook URL.
  5. MonitorMagic:
    1. The number of Nodes monitored by the system.
Additional "Premium Features" may be available, in some cases for an additional fee, and will be included in the invoice if ordered. The pricing during any automatic Renewal Term will be the same as the pricing during the immediately prior Term unless we have given you written notice of a pricing increase at least 30 days before the end of that prior Term, in which case the pricing increase will be effective upon renewal and thereafter.

C. Payment Methods.

During the registration process, you will choose a business charge card or bank transfer for directly charging your subscription fees. You hereby authorise us to automatically debit your designated charge card or bank account for the subscription fees until you cancel your subscription, and we reserve the right to delay or suspend access to the Service unless these accounts are designated and maintained. Subscription fees are fully earned upon payment and except as otherwise specified herein, the payments are non-refundable and there are no refunds or credits for partial subscription periods. If you would like to change your payment method or details, such as your credit card validity or expiration date, you may access and edit your account information through our application. PDL uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain nor use your billing information except to process your credit card information for the Service.

D. When Payments are Due.

All payments shall be due and payable upon receipt of billing notice or invoice (the “due date”) unless otherwise agreed in writing. You are responsible for paying any taxes (including without limitation any sales, use or withholding taxes now or hereafter enacted), and any duties, excises or tariffs (together “duties”), that are applicable to receipt of the Service (provided that you shall not be responsible for any taxes based on PDL’s income). All payments hereunder shall be made without deduction for taxes or duties of any kind or nature. However, if PDL determines in its sole judgement that we are legally obligated to add taxes to your service fees, PDL will include such taxes in your Service Agreement or invoices and the full amount inclusive of such taxes will be due and paid. Late payments will be subject to late fees at the rate of five percent (5%) per month, or, if lower, the maximum rate allowed by law. PDL's obligations under this Agreement are conditioned upon your timely payment. If you fail to pay fees within thirty (30) days following the payment due date, PDL has the right to suspend performance of the Service and seek all remedies available, and you agree to reimburse our reasonable expenses, including attorneys’ and other fees incurred in collecting amounts due. Payments received after default shall be applied against late fees, interest, expenses, and principal as we determine in its sole discretion. The Service will be reinstated at our discretion after all current and overdue amounts and accumulated late fees and expenses are paid.

E. Free Trials.

We may offer a free trial of our Services or Premium Features from time to time. Free trials are for a limited period of time and may be for limited features of the Services. To view specific details of or eligibility for a free trial, visit our website or communicate with a Company Sales Representative. We may require you to register and designate a payment method even for the free trial. We retain the right to begin charging your designated payment method for monthly subscription fees plus any applicable tax at the end of the free trial unless you cancel prior to the end of the free trial period. Your subscription shall be deemed to have commenced at the end of the free trial period.

4. Term and termination

This Agreement is in force from the earlier of your electronic acceptance of these terms or use of the Services or Software and subject to any earlier termination permitted in this Agreement, will remain in force for the duration of your usage of the Services through any trial and subscription period.

Each party may terminate this Agreement for convenience with three (3) months’ notice and an early termination of this Agreement will result in a pro-rata refund of any prepaid fees subject to:
  1. you may not terminate for convenience if a pricing discount has been negotiated, including but not limited to a multi-year discount and;
  2. for the calculation of the pro-rata refund, any already-consumed Professional Service hours shall be deemed to have been priced at the rates published at the time of this Agreement.
Either party may terminate this Agreement during the Term by written notice:
  1. if the other party breaches any material term or condition of this Agreement and, assuming such default is capable of cure, fails to cure such default within thirty (30) days after written notice specifying the default (except in the case of failure to pay fees, which must be cured within fifteen (15) days after any late notice);
  2. if the other party becomes insolvent or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors; or
  3. if a petition under the United Kingdom Insolvency Act 1986, as it now exists or as it may be amended, or any similar law of any other jurisdiction, is filed concerning the other party. Additionally, PDL has the right to suspend your password, account or use of the Service or PDL Technology and this Agreement immediately upon written notice its sole discretion upon receiving information we believe is credible regarding the unauthorised use or disclosure of the PDL Technology, or the breach of any part of Sections 5, 6 or 7 hereof.
Fees shall not accrue during suspension. If the PDL fails to demonstrate within thirty (30) days of suspension that unauthorised use, a disclosure of the PDL Technology or a breach of any part of Sections 5, 6 or 7 occurred, PDL will:
  1. be liable for any losses the suspension caused; and
  2. refund the prepaid fees for the portion of the suspended period for which Services were not provided.
Professional Services are separately ordered from the Service. A breach by a party of its obligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligations with respect to the Service even if the services are enumerated in the same Order Form.

5. Our software

A. The Services are enabled by and utilise a hosted software application ("Magic Suite Software”). We shall host the Magic Suite Software and may update the functionality and user interface of the Magic Suite Software from time to time in our sole discretion as part of our ongoing mission to improve the Services and our users’ use of the Services. You must have access to the Magic Suite Software in order to use the Services. In addition, to use the Services fully you may be required to download and install a piece of our software on your network (the “Agent Software” and collectively with the Magic Suite Software, the “Software”).

B. You agree that the rights granted to you are provided on the condition that you will not (and will not allow, give permission to or enable any third party, including without limitation any customer or Affiliate, to) copy, create a Derivative Work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, modify the Software in any manner or form, or use unauthorised modified versions of the Software, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorised access to the Services. “Derivative Work” for this agreement means any modification of or extension to any software, process, algorithm, trade secret, work of authorship, invention, or to any other intellectual property right therein or thereto. You further acknowledge and agree that any access to the Services you choose to provide to your Affiliates or customers is subject to your having previously entered a written End User License Agreement with them consistent with the Minimum Terms in Exhibit A.

C. License. Subject to your compliance with the terms of this Agreement, we hereby grant to you a limited, non-exclusive, royalty-free (apart from the fees paid to PDL for the Services), non-transferable license to download, install and use the Magic Suite Software (in object code form) onto your network for the sole purposes of (i) using the Service for your internal business purposes, and (ii) provided you have previously entered a written End User License Agreement with them consistent with the Minimum Terms in Exhibit A, providing access to the Services to your Affiliates and customers for their internal business purposes and not for any further resale or distribution. The Software is not sold but licensed hereunder.

6. Ownership

A. You acknowledge and agree that the Magic Suite Software, including the specific design and structure of individual programs, components and aspects thereof, constitute the proprietary trade secrets and copyrighted material of PDL, and that PDL owns all rights, title and interest in and to the Services, the Software and all technology, information, trade secrets, patent rights, copyrights, know-how and documentation associated therewith as provided or otherwise made available by PDL and used in the performance of the Services, including all intellectual property rights and Derivative Works therein, on a worldwide basis (collectively, the “PDL Technology”). The license granted to you is limited by these Terms and does not convey any other rights in the PDL Technology, express or implied, nor does it grant any ownership in the PDL Technology or any intellectual property rights therein or thereto. Any rights not expressly granted herein are reserved by PDL.  In the event that a deliverable created pursuant to any Services is a written report for you or your customer, where applicable the information in the reports will be considered your and/or your customers´ confidential information and you and/or your customers will own all rights (including all intellectual property rights), title and interest in such reports.

B. You agree that if you make any customisations or customised implementations of the Software or PDL Technology that do not qualify as Derivative Works (“Implementations”), such Implementations are hereby licensed to us on a non-confidential, nonexclusive, irrevocable, worldwide, royalty-free, sub-licensable basis to perform services, use, distribute, publish, display, copy, sell, have sold, make, have made, create Derivative Works of, import, export, and license the Implementations and products and services utilising or incorporating the Implementations, and to otherwise commercially exploit the same. Notwithstanding the foregoing, the Implementations shall not include Personal Data or any of your Confidential Information (each as defined in Section 7 below).

C. You agree not to remove any copyright or proprietary legends in the PDL Technology, and to implement reasonable security measures to protect our proprietary rights therein from unauthorised use or disclosure. Certain marks, words and logos displayed on the Services, which may or may not be designated by a “™” “®” “SM” or other similar designation, constitute trademarks, trade names, or service marks belonging to us or our licensors. Except as necessary for you to make use of the Services in accordance with the license rights herein, you are not authorised to use any such marks.  Ownership of all such marks and the goodwill associated therewith remains with us or our respective licensors.

7. Confidentiality

A. The parties agree that during the course of performance under these Terms, each party may disclose to the other party certain technical and/or non-technical information, which (i) is disclosed in a tangible or visual form and clearly labelled as “Confidential”; (ii) is disclosed in an oral, non-tangible or visual form, identified at the time of disclosure as Confidential and confirmed in writing within thirty (30) days; or (iii) is identified and treated as confidential by disclosing party and given the circumstances of disclosure, and/or the nature of the information, the recipient knew or should reasonably have known the information was confidential (collectively, the “Confidential Information”). For purposes of clarification and in addition to the Confidential Information addressed in the previous sentence, PDL Technology shall be deemed our Confidential Information and Personal Data shall be deemed your Confidential Information. “Personal Data” means non-public, personally identifiable information of or concerning any living individual among the consumers, employees, clients and customers of Customer, its parent, subsidiaries, affiliates and agents. Confidential Information does not include information, technical data or know-how which (a) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (b) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (c) is approved for release by the disclosing party, or (d) is independently developed by the receiving party without reference to or use of any Confidential Information of the disclosing party.

B. Each party agrees not to use the Confidential Information disclosed to it by the other party for any purpose except as necessary to perform its obligations under these Terms. Neither party will disclose the Confidential Information of the other party to third parties or to the first party’s employees except employees and service providers who are required to have the information in order to carry out such parties obligations hereunder who have agreed in writing, as a condition of employment, engagement or otherwise (or who are otherwise bound by fiduciary duty or rules of professional conduct), to protect the Confidential Information with terms no less stringent than are imposed by this Section. Notwithstanding the above, PDL may use aggregate information to measure general Service usage patterns and characteristics of its user base (the “Aggregated Information”), and may include such Aggregated Information in promotional materials or reports to third parties; provided that PDL shall ensure that all Aggregated Information is anonymised, de-identified, modified and rendered in such a manner so as not to not identify Customer or its suppliers, customers, contractors, agents, affiliates, or subsidiaries. This Aggregated Information will not reference Personal Data, names, phone numbers, email addresses, or other personally identifiable information, and shall not be traceable to a specific party. Each party agrees that it will use the same standard of care that it uses in protecting its own Confidential Information, but in no case less than reasonable care. Each party agrees to promptly notify the other in writing of any misuse or misappropriation of Confidential Information of the other party that may come to its attention.

C. The confidentiality and non-use obligations of each receiving party under this Agreement will survive expiration or termination of this Agreement for a period of five (5) years; except that such obligations shall survive indefinitely with respect to each disclosing party’s software and technology-based trade secrets so long as they remain eligible for trade secret under prevailing law (without regard to any breach of the receiving party). In the event of any expiration or termination of these Terms, or upon request by the disclosing party, the receiving party shall cease all use of the other party’s Confidential Information and return to the disclosing party all copies of the disclosing party’s Confidential Information in the receiving party’s possession or control, or destroy the same and certify as to its destruction. Except for the Software and any portion thereof, the receiving party will not be required to return or immediately destroy an archive copy of the disclosing party’s Confidential Information made for backup purposes in the ordinary course; provided that such archive copy will be subject to the ongoing obligations of confidentiality and non-use contained herein and shall be destroyed upon the normal expiration of backup files.

D. The parties acknowledge and agree that although the incidental capturing of nominal Personal Data in connection with the Service may occur (for example, credentials information and in log files with transactional monitoring or log files related to the performance of the IT infrastructure, and names and contact information of employees of each party as needed to conduct the Services and business relationship), the purpose and focus of the Service is on IT infrastructure performance monitoring and not to function as a receptacle to store, manipulate or retrieve Personal Data. Therefore, without limiting its other obligations under this Agreement, and subject to the foregoing caveats, you agree that (i) you shall not provide Personal Data to PDL; (ii) you will configure the Magic Suite Software so that it will be used only to collect information from devices and applications using methodology which will not expose or divulge Personal Data; (iii) you will not send any logs to PDL that contain Personal Data; (iv) you will isolate and secure the Magic Suite Software on your systems and network to prevent unauthorised access, use, disclosure and loss using at a minimum industry standard security practices and technologies and as otherwise required by applicable laws; and (v) except for the incidental information referenced above or otherwise necessary to operate the Services, PDL will not access or collect any Personal Data from you. 

8. Representation and warranties

A. Representations.

Each party hereby represents and warrants to the other that:
  1. such party has the right, power and authority to enter into these Terms and to fully perform all its obligations hereunder; and
  2. the making of these Terms does not violate any agreement existing between such party and any third party.

B. Limited Service Warranty.

We warrant that we will use commercially reasonable efforts to deliver and perform the Services in a good and workmanlike manner consistent with applicable industry standards and the functional requirements and technical specifications set forth in the applicable Order Form.

9. Indemnification

A. By PDL.

We shall, at our own expense, indemnify you from and against any damages finally awarded in a final adjudication on the merits, to the extent of any finding therein that the PDL Technology, when used in strict compliance with the license rights and use instructions provided by PDL infringed or misappropriated a third party’s copyright or trade secret rights; provided we receive prompt notice and the opportunity to provide the defence and participate in the litigation and settlement negotiations. Notwithstanding the foregoing, we shall have no liability, and shall have no obligation to defend or indemnify you, for any third party claim of infringement to the extent based upon (i) use of other than the then current, unaltered version of the PDL Technology and applicable Services, unless the infringing portion is also in the then current, unaltered release; (ii) use of the Services or PDL Technology other than strictly in accordance with our instructions and documentation; (iii) use, operation or combination of the applicable Services with non PDL programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; or (iv) any third party hardware or software. In the event the use of any Service or PDL Technology is, or we believe is likely to be, alleged or held to infringe any third party intellectual property right, we may, at our sole option and expense, (a) procure for you the right to continue using the affected service, (b) replace or modify the affected service with functionally equivalent service so that it does not infringe, or, if either (a) or (b) is not commercially feasible, (c) terminate the Services and refund the fees received by us from you for the affected service for the remaining Term of then-current subscription period. THE FOREGOING CONSTITUTES OUR ENTIRE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND OR NATURE.

B. By You.

You shall defend and indemnify us against any and all claims, damages, obligations, losses, liabilities, and expenses (including without limitation reasonable attorney’s fees) arising from the violation of any third party intellectual property (for both (i) and (ii) by you or your Affiliates or customers); provided, that we (a) promptly give you written notice of the claim; (b) give you control of the defence and settlement of the claim (provided that you may not settle any claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at your expense. We may participate in the defence and settlement activities with counsel of our choosing at your expense.

10. Disclaimers, limitation of damages and liability

A. Disclaimers and exclusive remedy.

Except for the representations and limited warranty in sections 8.A (Representations) and 8.B. (Limited Service Warranty), the Services and PDL Technology are provided “as is” without warranties of any kind, either express or implied or any warranties arising from a course of dealing or trade usage including but not limited to the implied warranties of merchantability, non-infringement, fitness for a particular purpose, nor do we warrant that the PDL Technology or Services will be uninterrupted or error-free or regarding the security, accuracy, reliability, timeliness or performance of the Services. We make no warranty about the suitability of the PDL Technology or Services for any purpose and do not warrant that the PDL Technology or Services will meet your requirements. In the case of a breach of warranty by PDL, your sole and exclusive remedy shall be a corrected version of the PDL Technology, reperformance of the Services and/or a pro rata return of the fees corresponding to the non-conforming Services and/or to receive the other remedies set forth in this Agreement.

B. Indirect and consequential damages.

To the maximum extent permitted by applicable law in no event will either party be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to these terms, the Services provided, or the use of or inability to use the Services including, without limitation, damages for loss of goodwill, work stoppage, lost profits, loss of data, computer failure or any and all other commercial damages or losses even if advised of the possibility thereof and regardless of the legal or equitable theory (contract, tort, strict liability or otherwise) upon which the claim is based.

C. Limitation of liability.

In no event will each party´s aggregate, cumulative liability arising out of or relating to these terms and all order forms exceed the amounts received by us from you during twelve (12) months immediately preceding the first event giving rise to liability, with respect to the particular service giving rise to liability under the most applicable ordering document. This limitation is cumulative for all claims howsoever arising under all agreements and ordering documents, and this limitation shall apply even if the remedies provided in this agreement shall fail of their essential purpose.

D. Basis of bargain.

You acknowledge and agree that the foregoing Sections on warranties and disclaimers, indemnification and limitation of liability fairly allocate the risks between the parties and are essential elements of the basis of the bargain between the parties. You expressly acknowledge that the fees that we charge for the Services are based upon our expectation that the risk of any loss or injury that may be incurred by use of the Services will be borne by you and not us and were we to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

11. General provisions

A. Notices.

You agree to provide PDL with your e-mail address, to promptly provide PDL with any changes to your e-mail address, and to accept emails (or other electronic communications) from PDL at the e-mail address you specify. Except as otherwise provided in this Agreement, you further agree that PDL may provide any and all notices, statements, and other communications to you through either e-mail or posting on the Service. Notices to you may be provided by email and shall be addressed to the system administrator or user designated by you for your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by you. PDL maintains the right to require placement of a valid email address within the Services portal for both billing, Services notification and notices purposes. In no event shall PDL held liable for negative consequences resulting from a lack of PDL notices in the case notification email addresses are not included by you in the Services portal as required. Legal notices to you may at our option also be sent to an address that you have last provided, and such notices to us should be sent to Panoramic Data Limited, 46 Heywood Avenue, Maidenhead, SL6 3JA, United Kingdom, Attention Managing Director.

B. Governing Law and Jurisdiction.

Each party agrees to the applicable governing law of England and Wales without regard to choice or conflicts of law rules, and except for actions seeking injunctive relief, the parties agree to the exclusive jurisdiction of the federal and state courts in England and Wales.

C. Notice to U.S. Government Users.

All PDL products and services are commercial in nature. The Software and PDL Technology are "Commercial Items," as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (1) only as Commercial Items, and (2) with only those rights as are granted to other users pursuant to Terms hereof. All unpublished rights are reserved.

D. Export.

Software and technical data are subject to UK export control laws and may be subject to export or import regulations in other countries. You agree not to export the Software or PDL Technology or PDL’s technical data in violation of any such laws or regulations and to comply strictly with all applicable rules and regulations.

E. Relationship of the Parties.

The parties are independent contractors and these Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

F. Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

G. Severability.

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

H. Survival.

Sections 3 (Subscription Fees, Billing and Renewal) (surviving until all fees and charges are paid), 4 (Term and Termination), 5.B. (Our Software), 6 (Ownership), 7 (Confidentiality) (surviving for the term specified therein), 9.B. (Indemnification), 10 (Disclaimers, Limitation of Damages and Liability), and 11 (General Provisions) (surviving according to the specified periods, if any), shall survive expiration or termination of this Agreement.

I. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement in its entirety, without your consent to our Affiliate provided the assignee accepts full responsibility for our obligations hereunder, or to a successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

J. Publicity.

a. Neither party will make any news or press release regarding these Terms without the other party’s prior written consent. You grant us the right to include your name and logo as a customer in our promotional materials; provided however, that you can opt to have your name excluded from such use by us except as agreed to in writing on a case-by-case basis by providing a sufficiently detailed email or Feedback request regarding the same; the subject line in such request should be entitled “Non-use of Subscriber Name.”

b. Subject in each case to your agreement and only on an occasional basis we may ask that you
consider in your sole discretion making a representative available: (i) to serve as a non-public reference to our prospective customers to discuss your experience working with us; and (ii) to work with us in developing and publishing case studies and press releases that describe your use of the Services.

c. Notwithstanding the above, you can use our name, any description of or disclosure related to the Services or this Agreement in statutory announcements and public announcements required by the applicable law.

K. Force Majeure.

Except for the non-payment of money due, neither party shall be liable for any delay or failure in performance due to Extraordinary Circumstances (as defined in Section 2.B (Your Subscription) hereof).

L. Entire Agreement.

These Terms and any attachments hereto along with any Order Form constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter, including but not limited to any non-disclosure and proof of concept agreements entered by the parties. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency between the provisions of this Agreement and any Order Form, the same shall be resolved by giving precedence to this Agreement.

12. Professional Services

A. Fees, acceptance, and invoicing

Unless otherwise agreed, Professional Service, travel, subsistence and related expenses incurred by PDL are not included in software subscription fees and are charged separately. PDL will obtain prior written consent before incurring any reimbursable expenses. 

Professional Services will normally be provided on the PDL’s premises. In the event that the Services require the PDL staff to travel to another site, The Client shall reimburse PDL against an invoice for all reasonable expenses of and in connection with such travel, on the following basis:

  • All air travel shall be Economy Plus Class flights
  • All rail travel shall be Second Class Rail
  • Car journeys shall be charged at the rate of £0.45 per mile plus parking fees.
  • Hotels bills, including breakfast and dinner, shall be redeemable up to a maximum of £250 per night.
  • Each trip shall be approved in advance by The Client.
  • Travel takes place between 6:00AM and 10:00PM UK time. Travel during this period will be considered time worked.
  • The Client typically requires Services between the business hours of 9 AM and 5 PM Monday to Friday, UK time.

B. Postponements and delays

The Client shall send PDL reasonable notice of postponements or delays in advance of a scheduled event. If PDL is not reasonably able to “work around” Client-caused postponement or delay, especially in instances where the professional, consulting or implementation Services require participation by Client personnel who have become unavailable, PDL is authorized to charge Client for time lost and additional expenses incurred due to such delays or postponements at PDL’s then standard hourly rates, available at panoramicdata.com/pricing.

Exhibit A - End user licence agreement

This Exhibit A applies to end users of the Service and Software who access the Service through a Subscriber. It is intended to set the minimum end user licence terms required by Section 5 of the main Terms of Service, while avoiding unnecessary duplication of the main commercial terms.

A.1. Licence

Subject to your compliance with this Exhibit A and the Subscriber remaining a current customer in good standing, Panoramic Data Limited grants you a limited, non-exclusive, non-transferable and non-sublicensable licence to access and use the Software and Service for the Subscriber's internal business purposes only. Software is licensed, not sold.

A.2. Restrictions

You shall not, and shall not permit any other party to: (i) copy the Software except as expressly permitted; (ii) disassemble, decompile, translate, reconstruct or attempt to discover source code except to the extent expressly permitted by law; (iii) modify or create derivative works of the Software; (iv) distribute, sublicense, resell, rent, lease, lend or timeshare the Software; (v) permit unauthorised third-party access to the Software; (vi) remove copyright, trademark or proprietary notices; (vii) take any action that would cause the Software to become subject to an open source licence unexpectedly; or (viii) use the Software in breach of applicable law.

A.3. Third Party Licences

Third party software included with or used by the Software remains subject to its applicable third party licence terms. Except as expressly stated in the main Terms of Service, the Software is provided on an "as is" basis.

A.4. Subscriber Dependency and Termination

Your right to use the Service and Software exists only for so long as the relevant Subscriber remains a customer in good standing and authorises your use. Upon expiry or termination of that Subscriber relationship, or upon breach of this Exhibit A, your licence terminates automatically and you must cease using the Service and Software. Any reports generated before termination remain owned by the Subscriber and/or authorised customer as applicable.

A.5. Ownership

Panoramic Data Limited retains ownership of the Service, Software and related intellectual property rights, except where the main Terms of Service expressly provide that specific reports or deliverables belong to the Subscriber or its customer.

A.6. Incorporated Terms

To reduce duplication, the following sections of the main Terms of Service are incorporated into this Exhibit A by reference, with necessary changes to reflect end-user context: Section 6 (Ownership), Section 7 (Confidentiality), Section 8 (Representation and warranties), Section 9 (Indemnification), Section 10 (Disclaimers, limitation of damages and liability), Section 11 (General provisions), and Exhibit B (Data Processing Agreement) where applicable.
Where incorporated terms refer to the "Customer", that reference shall be read as the Subscriber and/or the end user as context requires. In the event of any conflict between this Exhibit A and the main Terms of Service, the main Terms of Service shall prevail.

A.7. Additional End User Provisions

You agree to comply with applicable export restrictions. The Software is not designed for High Risk Activities such as nuclear facilities, air traffic control, weapons systems, or other environments requiring fail-safe performance. U.S. Government users receive only the rights granted under applicable commercial software regulations.

Data Processing Addendum

Effective date: 2026-03-16

This Data Processing Addendum forms part of the Magic Suite Terms of Service. In the event of any conflict between this Addendum and the existing Terms of Service, this Addendum prevails with respect to the processing of Personal Data.

Replacement of Section 7.D

The parties acknowledge that, in the course of providing the Service, Panoramic Data Limited may process Personal Data on behalf of the Customer. "Personal Data" means any information relating to an identified or identifiable natural person as defined in the UK General Data Protection Regulation. Where the Customer acts as a data controller and Panoramic Data Limited processes Personal Data on the Customer's behalf, the terms set out in Exhibit B (Data Processing Agreement) below shall apply.

The Customer agrees that: (i) it shall comply with all applicable data protection laws in connection with its use of the Service; (ii) it is responsible for ensuring it has a lawful basis for any Personal Data processed through the Service; (iii) it will configure the Service in accordance with its own data protection obligations; and (iv) it will not use the Service to process special category data (as defined in Article 9 of the UK GDPR) unless expressly agreed in writing with Panoramic Data Limited.

Panoramic Data Limited will not access or use Personal Data processed through the Service except as necessary to provide the Service, to comply with applicable law, or as otherwise instructed by the Customer.

Exhibit B - Data Processing Agreement

This Data Processing Agreement ("DPA") forms part of the Terms of Service between Panoramic Data Limited ("Processor", "PDL", "we", "us") and the Customer ("Controller", "you") and applies where PDL processes Personal Data on behalf of the Customer in connection with the Service.

B.1 Definitions

Terms not defined in this DPA have the meanings given in the Terms of Service. "Data Protection Laws" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation. "Personal Data", "processing", "data controller", "data processor", "data subject" and "personal data breach" have the meanings given in the Data Protection Laws.

B.2 Scope and Roles

The Customer is the data controller. PDL is the data processor. PDL shall process Personal Data only on documented instructions from the Customer, including with respect to transfers of Personal Data outside the United Kingdom, unless required to do so by applicable law, in which case PDL shall inform the Customer of that legal requirement before processing unless prohibited by law.

B.3 Details of Processing

ElementDescription
Subject matterProvision of the Magic Suite services as described in the Terms of Service
DurationFor the duration of the Subscription Period plus any retention period specified in the Terms
Nature and purposeIT infrastructure monitoring, data collection, transformation, reporting and related services as configured by the Customer
Categories of data subjectsAs determined by the Customer's configuration of the Service (may include customer employees, end users, network device users)
Types of Personal DataAs determined by the Customer's configuration (may include names, email addresses, usernames, IP addresses, device identifiers, location data)

B.4 Processor Obligations

  1. PDL shall process Personal Data only on documented instructions from the Customer, unless required by applicable law.
  2. PDL shall ensure that persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. PDL shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate: encryption of Personal Data in transit and at rest; the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems; the ability to restore availability and access in a timely manner after an incident; and a process for regularly testing, assessing and evaluating the effectiveness of such measures.
  4. PDL shall not engage another processor without prior written authorisation of the Customer, subject to Section B.6.
  5. Taking into account the nature of the processing, PDL shall assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising data subject rights.
  6. PDL shall assist the Customer in ensuring compliance with its obligations regarding security of processing, notification of personal data breaches, data protection impact assessments and prior consultation, taking into account the nature of processing and the information available to PDL.
  7. At the choice of the Customer, PDL shall delete or return all Personal Data to the Customer after the end of the provision of the Service, and delete existing copies unless applicable law requires storage of the Personal Data.
  8. PDL shall make available to the Customer all information necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, provided that the Customer gives reasonable notice and such audits do not unreasonably disrupt PDL's operations.

B.5 Personal Data Breach Notification

PDL shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Personal Data processed under this DPA. Such notification shall include, where available: the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences of the breach, and the measures taken or proposed to address it.

B.6 Sub-processors

The Customer provides general written authorisation for PDL to engage sub-processors. PDL shall maintain a current list of sub-processors, inform the Customer of intended changes, provide the Customer an opportunity to object within 14 days, and ensure any sub-processor is bound by obligations no less protective than those set out in this DPA.

Current sub-processor: Microsoft Azure (cloud infrastructure hosting).

B.7 International Transfers

PDL shall not transfer Personal Data outside the United Kingdom unless the transfer is covered by a UK adequacy decision, appropriate safeguards are in place in accordance with Data Protection Laws, or another valid transfer mechanism applies.

B.8 Liability

The liability of each party under this DPA is subject to the limitations and exclusions of liability set out in the Terms of Service.

B.9 Precedence

In the event of any conflict between this DPA and the Terms of Service, the terms of this DPA shall prevail with respect to the processing of Personal Data.

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