Terms and conditions

1. What does Terms of Service mean?

Our Terms of Service describe the Agreement you enter into with Pento when you create your business at Pento.io. It is not possible to create an administrator user on Pento.io without agreeing these terms.

2. Definitions

2.1. Agreement: The Agreement (these Terms of Service) between you the Customer, and Pento Services Limited, including all products supplied by Pento.

2.2. Pento: Pento Services Limited, a Company registered in England with company number 12311368 and adress St James House 13 Kensington Square, W8 5HD London

2.3. Bank Working Day: All days except Saturdays, Sundays, public holidays and bank holidays when the bank is closed (the specific dates change each year).

2.4. The Customer: The company that is registered as a user of Pento.

2.5. Modulr: Modulr Finance Limited, a Company registered in England with company number 09897957 and ICO Registration: ZA183068.

2.6. Transfer Agreement: An agreement entered into between Modulr and The Customer, which allows Pento to create electronic accounts on Modulr behalf of the Customer and transfer money from those accounts.

3. Pento’s Products and Services

3.1. Payroll System: Pento offers a payroll system, which is an online product that allows you to generate the basis for transfers to employees, authorities etc. The Product also offers to report the correct numbers to the relevant authorities automatically.

3.2. Storage of Data: Pento stores Data that the Customer provides for the purpose of creating the Customer's account with Pento. Pento retains documents and receipts for all payroll processing, employee data, company data, and other relevant data for a minimum of 5 years

4. Transfers of Funds

4.1. Transfer in connection with payroll: The transfers will be made from the account created by Pento on behalf of the customer. The details of the agreement between the Customer, Pento and Modulr is outlined in §13

5. The Customer's Obligations

5.1. Correct Data on Time: The Customer will ensure that the relevant data is provided in relation to the payroll run before the deadline (the day of payment at 10:00 GMT).

If this does not happen, the Customer is liable for any consequences hereof.

5.2. The Customer's IT: The Customer will make sure to use browsers that are up-to-date, and is responsible at all times for the proper functioning of IT equipment, operating system, etc.

5.3. The Customer’s Responsibility and Liability: The Customer is both liable for and responsible for all payroll runs and all data entered into Pento. If abuse has occurred, the Customer is also liable for any resulting consequences.

5.4. Accuracy of Information: The Customer undertakes to provide the correct information and is responsible for updating the information in the event of any changes.

6. The Customer's Data and Handling of Data

6.1. Data Liability: The customer is responsible for the handling of personal data and other relevant data related to payroll.

6.2. Data Processing: Pento processes the Customer’s data in accordance with the Data Protection Act. Pento processes the Customer's data only on the basis of the Customer's actions and instructions.

6.3. The Customer’s Data: All information entered into Pento will be treated confidentially and will only be disclosed to third parties if it is publicly available, if the disclosure is ordered by the authorities or court of law, or if it is deemed reasonable in relation to regulatory requirements, bankruptcy or the like. All demands for data from public entities shall comply with the laws, rules and procedures applicable to such request.

6.4. The Customer's Access to their own Data: The Customer will always have full access to and control of their own account and data. If the Customer downgrades from a price plan it will mean that the Customer no longer has access to the data that is part of the previous plan(e.g. employee access, data collection flow, etc.). At no time will data be deleted without the Customer's instruction and the Customer will always have the option to regain access to data by upgrading.

If Pento wishes to close the Customer’s account this can be done without further reason but must be notified by Pento in writing by mail at least 3 months before closing the account. During this period, Pento will assist in obtaining the data and information the Customer has entered.

6.5. The Customer's Access to their own Data: The Customer owns their own information and the Employee's information entered in the product at the time of creation and during ongoing maintenance.

6.6. Written Copy: The Customer will be able to request all information about it at any time in a readable electronic format.

6.7. The Employee’s Data: The Employee will have access to his/her personal information at any time through his/her personal employee page. From here, the employee will be able to change and delete all his/her personal information as well as retrieve his/her payslips and see other relevant information about himself/herself. The Employee will have access to create his/her personal page if the Customer is on the required plan to access this function. If the Customer is not on this plan, the employee will still be able to contact Pento and request to have their own information deleted or provided in an electronically readable format.

7. Prices and Payment

7.1. Prices: Pento’s prices are stated on Pento.io at all times and in the event of any changes to the prices, the Customer will be made aware at least 3 months before the price change takes place. Pento offers free trials occasionally where the customer will be able to try the product free of charge. After the free trial period has ended, the Customer will automatically be charged in accordance with the prices stated on Pento.io.

7.2. Payment: By accepting the stated terms of business, the Customer accepts that Pento will automatically deduct the amount in connection with the Customer's payroll. The Customer will always have access to the original receipt for the payment. Pento stores these receipts – even if the Customer should cancel their relationship with Pento.

8. Responsibility

8.1. Responsibility and Disclaimer: As a general rule, the parties are responsible according to the general rules of UK law. The Agreement contains some exceptions as follows.

8.2. Indemnification: Pento is liable if, due to errors, Pento reports late. Pento is not liable for any loss due to:

1) Computer System Crashes or data corruption in these systems, which can be attributed to the events listed below, whether Pento or a partner is responsible for the operation of the systems.

2) Power supply failures, regulatory interventions, natural disasters, war, sabotage, terror, burglary, water damage or vandalism (including hacking).

3) Strike, boycott, lockout or blockade, whether the conflict is directed at or initiated by the parties themselves or their organisation, and whatever the cause of the conflict.

4) Other circumstances outside the control of Pento. Under no circumstance will Pento be liable for indirect losses, including operating losses, loss of profits and loss of interest. Pento's liability per damage event is limited to the amount that Pento has invoiced the customer for services during the 12 months prior to the time the customer became aware of or should have becomeaware of the cause of the claim.

8.3. Liability: However, Pento’s liability shall not exceed GBP 5,000 per 12 consecutive months.

8.4. The Customer’s Responsibility: The Customer is responsible for providing data on time and ensuring that all United Kingdom laws are complied with. Pento is not responsible for the Customer's relationship with HMRC other authorities, and all relationships between The Customer and other suppliers/business partners, including but not limited to, HMRC and Nest are unrelated to Pento, and it is the Customer's responsibility to meet the requirements of these agreements. Pento shall not be held liable for any potential consequences of non-fulfilment of external agreements (as mentioned above).

8.4. Advice: Pento provides advice via chat and email. This advice is limited to general information and Pento shall not be liable for the Customer’s decision based on that advice. Pento is not an accountant or a bookkeeper, and Pento shall not be liable for any damages as a result of any help the Customer may receive in relation to payroll. The Customer should always consult their auditor if they have any questions or need advice.

9. Errors and Delay

9.1. Remedy: In the event of errors or delays if this is due to Pento, then Pento may choose to

1) remedy such errors and delays to the extent practicable and without undue economic consequences, and

2) offer to redo the work as far as practicable.

9.2. Limitation Period: Any errors or delays in the services provided by Pento must be notified within 1 week of the occurrence of the fault.

10. Intellectual Property Rights

10.1 Rights: Pento owns and has all the rights to all apps and all software that are provided. The Customer rents/leases the software during the period of time the payments are made on time.

11. Confidentiality

11.1: Pento, and its employees, is bound to confidentiality with regard to any confidential information about the Client and the Client’s employees, business secrets, business relations and other confidential matters known to Pento in connection with the service. This includes data shared or obtained outside of the Pento Platform, e.g. during onboarding or import of data.

12. Termination

12.1: The Customer can terminate the agreement with Pento at any time. There is no commitment period.

13. Modulr Payments

13.1. Modulr Products

13.1.1 Modulr Products are made up of the Account and related payment services which enable funds to be sent to the Account and paid out from the Account.

13.1.2  These payment services include receipts via Bacs, plus receipts and outgoing payments via Faster Payments and inter-Account transfers, and other payment services in and out of the Account which may be enabled from time to time.

13.1.3  The Account allows operation including the making of Transactions in accordance with the Modulr Account Terms and Conditions.

13.1.4  The Modulr Products also consist of the Application Programming Interface (API) used by Pento on the Customer’s behalf to create and administer the Accounts plus the beneficiaries and payment rules applied to them.  

13.1.5  The Modulr Products also consist of the Online Portal which can be used for the management of Accounts. Pento will provide access to this if appropriate based on your relationship with them.

13.2. Fees

13.2.1  Fees shall be paid by the Pento. No further fees payable by the Customer.

13.3. Acknowledgment

13.3.1  By agreeing to these terms the Customer agrees to Pento providing all such information to Modulr (who on behalf of Modulr FS) for checking and verifying the identity of the Customer, its directors, beneficial owners and Authorised Users as required by law.

13.3.2  The Customer acknowledges that a Full Electoral Roll search may take place on the individuals noted in clause 13.3.1 above for anti-money laundering purposes.

13.3.3  The Customer acknowledges that a “soft footprint” search may be placed on the electronic files of the individuals noted in clause 13.3.1 above by the Credit Reference Agencies and their personal details may be accessed by third parties for the specific purpose of anti-money laundering, identity verification and fraud prevention.  

13.3.4  The Customer confirms that it has read, understood and accepts the terms set out in the documents that form the Agreement between the Customer, Modulr and Modulr FS (13.3.6) and hereby gives its acknowledgement.

13.3.5  By agreeing to these terms, the Customer agrees to be bound by the terms comprising the Agreement (13.3.6).

13.3.6 The agreement consists of Modulrs Introduced Client Terms of Business and Modulrs Account Terms and Conditions.