Terms of Service
The agreement between your firm and Pental Limited: what we licence to you, what you are responsible for, and what happens to your database when you leave.
These Terms of Service ("Terms") are a binding agreement between you ("Customer", "you") and Pental Limited, registered in England and Wales (company number 17172077), 167-169 Great Portland Street, 5th Floor, London, W1W 5PF ("Pental", "we", "us"). By subscribing to or using the Platform you agree to them in full.
You run Pental on a database you create and own. We licence you the software, bill you for it, and route your domain. You are responsible for the engagements you run on it, the authorisations behind those engagements, and the people you give access to. You may not copy the Platform or build a competing product from it.
Definitions
| Term | Meaning |
|---|---|
| Platform | The Pental software in its entirety: web portals, client-facing interfaces, admin interfaces, setup flows, APIs, serverless functions, database schemas, SQL migrations, RPC functions, storage configuration, authentication flows, frontend and backend source code, documentation, and all updates and derivative versions we provide. |
| Customer Database | The Postgres project you create in your own hosting account, into which the Platform schema is installed and in which your Customer Data resides. |
| Customer Data | Everything you or your Users put into or generate through the Platform: clients, contacts, assessments, phases, scopes, findings, evidence, files, reports, proposals, invoices, checklists, library entries, credentials submitted through the platform, branding and templates. It does not include the Platform itself. |
| Users | Everyone who accesses the Platform under your account: your administrators, staff, associates, and any End Client portal users you invite. |
| End Client | An organisation that has engaged you, and to whom you grant access to a client portal hosted on the Platform. |
| Subscription | The plan you select (Starter, Professional or Enterprise), its term, and any associated order form. |
| AUP | Our Acceptable Use Policy at pental.io/acceptable-use, which forms part of these Terms. |
| DPA | The data processing terms in our Privacy Policy, which govern any processing of personal data we carry out on your behalf. |
How the service is provided
The Platform operates against a database you create and control. During onboarding you create a Postgres project in your own hosting account, in a region you choose, and the Platform installs its schema into it. Your Customer Data is written to and read from that project. This applies to every plan, including the trial.
What we hold on our own systems is limited to what is needed to run your subscription:
- Your account email address and subscription state.
- The payment customer record held with our payment processor.
- Your subdomain or custom domain and its DNS status.
- Your plan limits.
Because of that arrangement, obligations that would ordinarily fall to a hosting provider fall to you in respect of the Customer Database: choosing its region, maintaining your account with the infrastructure provider, and paying that provider where their free tier does not cover your usage. We are not a party to your agreement with them.
Licence and restrictions
Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Platform for your own internal business operations during your Subscription, through our interfaces and documented APIs. No other rights are granted.
You must not, and must not permit or assist any third party (including contractors and automated or AI tools) to:
- Copy, reproduce, modify, adapt, decompile, reverse-engineer, disassemble or create derivative works of the Platform or any part of it, including its source code, database schemas, SQL and RPC functions, API structures, interface designs, workflows or architecture.
- Build, commission, fund, specify or participate in creating any product or service that replicates, imitates or is substantially derived from the Platform or its features, design, workflow or user experience.
- Use the Platform, materials provided with it, screenshots or recordings of it, or knowledge of its design or operation, to create or assist in creating a competing product, whether during or after your Subscription.
- Use the schema, SQL scripts or RPC functions installed into your Customer Database for any purpose other than operating your own instance under an active Subscription. Those materials are licensed, not sold, and remain our property even though they sit in your database.
- Sublicense, resell, rent, lend, distribute or white-label the Platform to anyone outside your organisation. Granting your End Clients portal access under your Subscription is permitted and is the intended use.
- Scrape, crawl, data-mine or systematically extract content, designs, schemas or functionality from the Platform.
- Remove, obscure or alter any proprietary notice, or circumvent any access control, rate limit or licensing mechanism.
The schema in your database is ours. You own the rows; we own the structure. Exporting your data is always permitted and always will be. Lifting the schema, functions or policies to build something else is not, and it is the restriction we will enforce.
Your responsibilities
You are responsible for everything done under your account. In this industry that responsibility is broader than usual, and it is worth stating plainly.
- Authorisation for testing. You are solely responsible for holding valid, current, written authorisation for every engagement whose data you store on the Platform. We do not verify authorisation and cannot.
- Your Users. You decide who has access, at what role, and when it is removed. You are responsible for their actions.
- Your End Clients. You are responsible for what you release to them through the portal, and for the contractual basis on which you hold their data.
- Credentials you collect. Where you use the Platform to collect access credentials from an End Client, you are responsible for the lawfulness of that collection and for their handling.
- Your database. You are responsible for maintaining your hosting account, keeping its credentials safe, and any backups beyond those your provider takes.
- Accuracy of output. Any document the Platform generates is a draft until you review and release it. You are responsible for what you send to a client.
AI features
AI drafting is optional and runs on infrastructure you nominate: a provider key you supply, or a model you host yourself. Where you supply a provider key, your use of that provider is governed by your agreement with them, not with us, and their terms apply to the content you send.
- We do not resell AI capacity, meter it, or place ourselves between you and your provider.
- We do not train any model on your Customer Data, and we do not use it to improve the Platform.
- Generated text is a draft. You are responsible for reviewing it before it reaches a client, and for any consequence of publishing it unreviewed.
- If you configure no provider, the Platform operates without AI and no engagement content is sent anywhere for generation.
Fees, billing and trials
- Plans are billed monthly or annually in advance through our payment processor. Prices are shown inclusive of applicable tax where indicated at checkout.
- The Starter trial runs for seven days without a card. If you do not subscribe, access ends and your Customer Database is unaffected.
- Plan changes are pro-rated. Upgrading changes your limits and nothing else; every plan includes every feature.
- Failed payments may result in suspension of access after notice. Suspension does not affect your Customer Database.
- Fees already paid are non-refundable except where required by law or where we agree otherwise in writing.
- We may change prices with at least 30 days' notice, effective at your next renewal.
Term, suspension and termination
These Terms run for the duration of your Subscription. You may cancel at any time, effective at the end of the current billing period. We may suspend or terminate for material breach, for non-payment after notice, or for conduct prohibited by the AUP.
We may also suspend access where use of the Platform exceeds the limits of your plan. We will tell you first, and you will have at least 14 days to either return to your plan limits or upgrade before access is suspended. Access is restored as soon as either is done. Your Customer Database is unaffected throughout: suspension removes access to the Platform, not to your data.
Ending your Subscription ends your licence to use the Platform. Your Customer Database is in your hosting account and remains there, with your data intact, because it was never in our custody. You do not need to request an export and there is nothing for us to return or delete on your behalf. The schema and functions in it remain our intellectual property and may not be used to operate a substitute for the Platform.
Intellectual property
We own the Platform and everything in it, including the schema, functions, policies, interface designs and documentation. You own your Customer Data and your own branding, templates and materials. Nothing in these Terms transfers ownership either way.
If you send us feedback or suggestions, we may use them without obligation or compensation. This does not give us any right to your Customer Data.
Warranties and disclaimers
We warrant that we will provide the Platform with reasonable skill and care. Beyond that, and to the extent permitted by law, the Platform is provided as is, without implied warranties of merchantability, fitness for a particular purpose or non-infringement.
We do not warrant that the Platform will be uninterrupted or error free, that AI-generated content will be accurate, or that generated documents will satisfy any particular standard, certification scheme or regulator. Availability of your Customer Database depends on your infrastructure provider, not on us.
Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings, and our total aggregate liability arising out of or in connection with these Terms is limited to the fees you paid us in the twelve months before the event giving rise to the claim.
We are not liable for loss of Customer Data held in your own hosting account, for your infrastructure provider's acts or omissions, for content generated by an AI provider you nominated, or for the consequences of an engagement you carried out.
Indemnity
You will indemnify us against claims, losses and costs arising from your use of the Platform in breach of these Terms or the AUP, from testing carried out without valid authorisation, from your handling of End Client data, or from content you publish using the Platform.
Confidentiality
Each party will keep the other's confidential information confidential and use it only for the purposes of these Terms. Our confidential information includes the Platform's schema, functions, architecture and any non-public technical materials provided to you. Yours includes your Customer Data and your commercial terms.
Changes to these Terms
We may update these Terms. Material changes will be notified by email or in the Platform at least 30 days before they take effect, and continued use after that constitutes acceptance. If you do not accept a material change, you may cancel before it takes effect.
General
- Governing law. These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
- Entire agreement. These Terms, the AUP and the Privacy Policy are the entire agreement between us on this subject.
- Severance. If any provision is unenforceable, the rest continues in force.
- No waiver. Failing to enforce a provision is not a waiver of it.
- Assignment. You may not assign these Terms without our written consent. We may assign them to a successor of our business.
- Notices. Notices to us go to hello@pental.io; notices to you go to your account email address.
Pental Limited, 167-169 Great Portland Street, 5th Floor, London, W1W 5PF. Registered in England and Wales, company number 17172077.
Questions about this document go to hello@pental.io. We answer them ourselves.