Terms & Conditions

1. About Us

We are Centa , a company registered in United Kingdom. Our registered office is at . Any reference to ‘our’ or ‘us’ refers to Centa, including its employees, agents, or subcontractors.

2. Interpretation

• 2.1 Applicable Laws: All relevant laws and regulations governing payroll processing, taxation, and data protection.
• 2.2 API: Any Application Programming Interface used to access the Payroll Services.
• 2.3 Authorized Users: Your employees, agents, or contractors designated as permitted users.
• 2.4 Business Day: A day other than a weekend or public holiday in [Country].
• 2.5 Commencement Date: The date your subscription or payroll service begins.
• 2.6 Conditions: These terms and conditions, as amended from time to time.
• 2.7 Confidential Information: Payroll records, employee details, financial transactions, and any proprietary data.
• 2.8 Contract: The agreement between us and You for payroll processing services.
• 2.9 Data Protection Legislation: GDPR, CCPA, or any applicable data protection laws.
• 2.10 Intellectual Property Rights: Ownership rights in payroll software, algorithms, and data analytics.
• 2.11 Order: Your subscription request for payroll automation services.
• 2.12 Personal Data: Any data identifying employees, payroll transactions, or tax records.
• 2.13 Services: The automated payroll processing and compliance solutions provided by us.
• 2.14 Subscription Term: The agreed duration of payroll service usage.
• 2.15 Usual Business Hours: 9:00 AM to 5:00 PM (local time in [Country]), excluding weekends.
• 2.16 Website: The Payroll SaaS platform hosted at [yourdomain.com].
• 2.17 You: The business or individual purchasing payroll automation services.

3. Basis of Contract

• 3.1 An Order placed by You constitutes an offer to use our Payroll Services.
• 3.2 The contract is formed once We accept the order or begin service provisioning.
• 3.3 These Conditions apply exclusively and override any other terms proposed by You.
• 3.4 Future subscriptions or contract renewals will be subject to these Conditions.
• 3.5 We may update these Conditions, providing at least 7 days' notice via our Website.

4. Term

• 4.1 The contract starts on the Commencement Date and runs for the agreed Subscription Term.
• 4.2 Unless terminated, the contract renews automatically under the same terms.

5. Supply of Services

• 5.1 We provide AI-powered payroll automation via our cloud platform.
• 5.2 Payroll calculations, tax deductions, and compliance reports are processed through our system.
• 5.3 You and Authorized Users may access the payroll platform via our Website or API.
• 5.4 We strive for continuous service availability but may schedule maintenance outside of business hours.
• 5.5 We will notify You of planned maintenance or any service disruptions in advance.

6. Changes to the Services

• 6.1 You may request service modifications after the first month of the Subscription Term.
• 6.2 All requests must be submitted in writing or through our Website.
• 6.3 We will review and confirm the outcome of any requested change.
• 6.4 We reserve the right to update our Payroll Services for regulatory compliance or efficiency improvements.
• 6.5 If changes materially impact service quality, You may accept the changes or terminate the contract as per Clause 13.

7. Price

• The price of the Services will be as quoted on the Website at the time You submit the Order or otherwise confirmed in writing in a quote prior to you submitting an Order.
• The prices for the Services may change from time to time, and We shall provide You with 10 Business Days’ notice in advance of any change.
• In the event that We deem providing the Services to no longer be commercially viable, We may terminate the Contract immediately on notice to You.

8. Payment

• Payment from You to us for the Services is required in advance of You receiving access to the Services via the Website and/or API.
• Unless otherwise expressly agreed in writing, all invoices are payable on delivery, and You shall pay each invoice submitted by us in full and in cleared funds within 30 days of the date of the invoice.
• If You have access to the Services via the Website and/or API and payment for the Services is outstanding, We may suspend access to the Services until You have paid all amounts outstanding.

9. Use of the Services

• You shall cooperate with us in all matters relating to the Services.
• You shall use best endeavours to prevent any unauthorised access to, or use of, the Services.
• If We suspect that any unauthorised access to or use of the Services has occurred, We may suspend and/or terminate Your access to or use of the Services.

10. Intellectual Property

• All Intellectual Property Rights in or arising out of or in connection with the Services shall belong to us.
• You grant to us a non-exclusive, royalty-free, non-transferable licence to copy and modify any Intellectual Property Rights provided by You to us for the term of the Contract.

11. Data Protection

• The parties acknowledge that, for the purposes of the Data Protection Legislation, We are the Data Controller of your Personal Data and the Data Processor of the Authorised Users’ Personal Data.
• Our Privacy Policy applies to our use of your Personal Data.
• We will comply with all applicable requirements of the Data Protection Legislation.

12. Our Responsibility for Loss or Damage Suffered by You

• Nothing in these Conditions shall limit or exclude our liability for death or personal injury caused by our negligence.
• Subject to clause 12.1, We shall not be liable to You for loss of profits, sales, or business.

13. Termination

• We may terminate the Contract and access to the Services at any time by providing notice to You.
• You may terminate the Contract and access to the Services at any time after the Minimum Subscription Term by providing written notice to us.

14. Events Outside Our Control

• Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond its reasonable control.
• You may terminate the Contract affected by an Event Outside Our Control which has continued for more than 30 days.

15. Communications and Notices

• When we refer to "in writing" in these Terms, this includes email.
• Any notice or other communication given to a party in connection with the Contract shall be in writing, addressed to that party at its registered office address or such other address as that party may have specified to the other party in writing.
• A notice or other communication shall be deemed to have been received:
  • if delivered personally, when left at our registered office;
  • if sent by pre-paid first class post, at 9.00am on the second Business Day after posting;
  • if sent by email, one Business Day after transmission.

16. Assignment

• We may at any time assign, transfer, mortgage, charge, subcontract or deal with all or any of our rights under the Contract to another organisation, but this will not affect your rights or our obligations under the Conditions.
• You may not, without prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

17. Confidentiality

• Neither party shall at any time for a period of 5 years after the termination of the Contract, disclose to any person any Confidential Information concerning the business affairs, customers, clients or suppliers of the other party.
• Both parties may disclose the other party’s Confidential Information:
  • to its employees, officers, representatives, subcontractors, advisors or suppliers who need to know such information for the purposes of carrying out its obligations under the Contract;
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18. Third Party Rights

The Contract is between us and You. No other person shall have the rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19. Variation

We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of these Conditions at any time, effective with or without notice, provided that We will use reasonable endeavours to provide You with reasonable notice of any material changes to the Conditions.

20. Waiver

If We do not insist that You perform any of your obligations under the Contract, or if We do not enforce our rights against You, or if We delay in doing so, that will not mean that We have waived our rights against You or that You do not have to comply with those obligations.

21. Severance

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

22. Governing Law and Jurisdiction

The Contract is governed by English law and each irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.