Pulse Voice & Data Standard Customer Agreement Terms & Conditions
Unless expressly stated by Pulse Voice & Data in writing all quotations are made and Order Forms accepted on the following terms and conditions.
1.1. In this Agreement the following terms will have the following meanings:
1.1.1. “Agreement” means the agreement between Pulse Voice & Data and the Customer on the terms set out in the Order Form and in these Terms and Conditions;
1.1.2. “Broadband” means an asymmetric or symmetric digital subscriber line (ADSL or SDSL) or Ethernet;
1.1.3. “Contract Period” means the contract period stated in the Order Form;
1.1.4. “Customer Equipment” means any telecommunications apparatus or system owned, controlled or housed by the Customer, excluding Service Equipment;
1.1.5. “Customer” means the person or entity whose details are set out in the Order Form;
1.1.6. “Customer’s Premises” means the Customer’s premises the address of which is set out in the Order Form;
1.1.7. “IP Hosted Service” means a centrally hosted service for the provision of voice, video, instant messaging and other multi-media communications over IP networks;
1.1.8. “Delivery” means the delivery of products or services where they are provided either at the Customer’s Premise or as a hosted service;
1.1.9. “Hosted Call Recording” means the recording of external VoIP calls both inbound and outbound;
1.1.10. “Installation” means the installation and commissioning of products or services either at the Customer’s Premise or as a hosted service;
1.1.11. “Order Form” means a request for Service signed by the Customer and delivered to Pulse Voice & Data ;
1.1.12. “Service Equipment” means equipment (including but not limited to any data collection and call routing devices, routers, switches, handsets and other telecommunications equipment) which Pulse Voice & Data may from time to time deliver to and / or install at the Customer’s Premises for the purposes of providing the Service, as specified in the Order Form or any Service Equipment addendum thereto;
1.1.13. “Service” means the IP Hosted Service, and any other services which the Customer requested from Pulse Voice & Data as specified in the Order Form (including but not limited to supply, delivery and installation of Service Equipment, training and Broadband connectivity and Voice Recording);
1.1.14. “Software” means the VoIP application software used by Pulse Voice & Data to provide the IP Hosted Service;
1.1.15. “Pulse Voice & Data means ” Pulse Voice and Data Limited (registered in Ireland under number 470385) whose principal place of business is at Unit 24, Canal Walk, Park West Industrial Estate, Dublin 12;
1.2. In this Agreement:
1.2.1. clause headings are for ease of reference and do not affect interpretation;
1.2.2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders; and
1.2.3. References to clauses are to the clauses of this Agreement.
2.1. The Customer may from time to time submit Order Forms to Pulse Voice & Data. Order Forms will be in such form as is notified to the Customer by Pulse Voice & Data from time to time. Pulse Voice & Data may in its sole discretion accept or decline any order placed by the Customer.
2.2. A contract will only come into existence if and when a duly authorised signatory on behalf of Pulse Voice & Data signs a copy of the Order Form or on the date that Pulse Voice & Data commences provision of the Service requested in the Order Form, whichever is the earlier. Prior to acceptance the Customer agrees that Pulse Voice & Data may carry out such credit checks as it deems necessary as set out in clause 10.4.
2.3. Each Order Form shall be deemed to incorporate these Terms and Conditions, which shall prevail over any other terms submitted, proposed or stipulated whether in writing or orally by the Customer. No addition, alteration or substitution of these Terms and Conditions will bind Pulse Voice & Data or form part of this Agreement unless expressly accepted in writing by a duly authorised signatory on behalf of Pulse Voice & Data. In the event of any conflict between anything in an Order Form and any provision of these Terms and Conditions, the provision of these Terms and Conditions shall prevail.
2.4. Each party warrants to the other that it has the necessary rights, licences and permissions to enter into and perform its obligations under this Agreement.
3. THE SERVICE
3.1. Pulse Voice & Data shall provide the Service to the Customer and the Customer shall use the Service on the terms set out in this Agreement.
3.2. Pulse Voice & Data shall provide the Service with the reasonable skill and care of a competent telecommunications provider.
3.3. Pulse Voice & Data shall use reasonable endeavours in accordance with good industry practice to ensure that the Service is available for use at all times by the Customer but the Customer acknowledges that, owing to the nature of IP and telecommunications networks, it is impossible to provide an uninterrupted or error-free Service. Pulse Voice & Data will not accept any responsibility or liability to the Customer or any third party in the event of a failure in the IP or telecommunications network.
3.4. Pulse Voice & Data shall respond to any reported fault with the Service as soon as reasonably practicable during Pulse Voice & Data’s normal working hours and will use all reasonable endeavours to correct any fault within Pulse Voice & Data’s control.
3.5. Pulse Voice & Data will use all reasonable endeavours to ensure the security of the Service but the Customer should be aware that there is always a risk of security being breached for reasons beyond the control of Pulse Voice & Data, where for instance the Service is provided through a third party network.
3.6. Pulse Voice & Data reserves the right to upgrade any Service delivery platform in order to provide new features and Services, to manage obsolescence or for any other reason at any time. In such cases Pulse Voice & Data reserves the right to migrate the provision of Service to the Customer to the new platform providing an equivalent Service, and will give Customer at least 30 days notice of such change.
3.7. Where any Service involves integration or involvement with any service provided by a third-party vendor at the Customer’s request, Pulse Voice & Data will use reasonable endeavours to accommodate the integration or involvement of the third-party service without any responsibility or liability whatsoever for; (i) the actions or non-actions of the third-party vendor; or (ii) the consequences of such integration or involvement with such third-party service. Any special or bespoke requests made by the Customer in regards to changes/additions to the Service must be notified in writing and will be undertaken on a reasonable endeavours basis by Pulse Voice & Data subject to agreement of additional cots by the customer. Pulse Voice & Data will not be responsible or liable for any resulting consequence of such request, such request and resultant consequence being at the additional full expense of the Customer, the Customer indemnifying Pulse Voice & Data in full for all resulting loss, damages, costs and expenses incurred by Pulse Voice & Data or any affected third party.
4.1. All intellectual property rights in the Software and the Service and any associated documentation made available to the Customer under this Agreement shall remain the property of Pulse Voice & Data or its licensors.
5.1. In order to use the Service, it is the Customer’s responsibility to procure at its cost a Broadband connection, through a supplier approved by Pulse Voice & Data.
5.2. Where Broadband is supplied by a third party, then Pulse Voice & Data does not assume any liability or responsibility for the third party Broadband service.
5.3. The Customer acknowledges that call quality depends on both the specification and availability of the Broadband service to which the Customer is connected and also on the IP or telecommunications network to which the person being called is connected.
6.1. Pulse Voice & Data or its appointed agent will deliver and install the Service Equipment at the Customer’s Premises. Pulse Voice & Data will use all reasonable endeavours to deliver and install the Service Equipment by such date as it may have advised to the Customer. However, any delivery date given is an estimate only and Pulse Voice & Data accepts no liability for any delay in delivery however caused.
6.2. Risk in the Service Equipment shall pass to the Customer on delivery to the Customer’s Premises. The Customer will be liable for any loss or damage to the Service Equipment except where caused by Pulse Voice & Data or anyone acting on Pulse Voice & Data s’ behalf.
6.3. Where the Customer is purchasing the Service Equipment from Pulse Voice & Data the Service Equipment will at all times remain the property of Pulse Voice & Data until such time as the Customer has paid Pulse Voice & Data for the Service Equipment in full.
6.4. Where the Service Equipment is supplied to the Customer by a third party on a hire or hire purchase basis, then the Customer shall enter into, and observe and comply with the terms of, a separate hire or hire purchase agreement with that third party.
6.5. Unless or until title to the Service Equipment passes to the Customer, the Customer shall not:
6.5.1. add to, modify or in any way interfere with the Service Equipment, nor allow anyone other than Pulse Voice & Data or someone authorised by Pulse Voice & Data to do so;
6.5.2. Move the Service Equipment from the Customer’s Premises without the prior written consent of Pulse Voice & Data.
7. NUMBER PORTING
7.1. Where access to the Service is facilitated through Eir number porting, the Customer authorises Pulse Voice & Data to have the numbers from the Eir lines listed in the Order Form routed by Pulse Voice & Data instead of Eir and to forward appropriate details of the Customer’s porting application for the Service to Pulse Voice & Data. The Customer will receive advance notification of the change of service from Eir to Pulse Voice & Data. Pulse Voice & Data’s ability to provide the Service is subject to Eir porting the numbers.
7.2. In the case of analogue lines being utilised for facsimile machines, the standard service is not compatible, and an alternative e-fax service will be offered for numbers that are required to be ported to Pulse Voice & Data. This may result in loss of service for a period of up to 15 days.
7.3. Where the Customer is provided with a telephone number (including a code) as part of the Service, then that code and number belongs to Pulse Voice & Data and the Customer will have no right to keep that number nor to sell, dispose or transfer that number at any time. Pulse Voice & Data will use its reasonable efforts to ensure that the Customer is able to keep the number during the period of this Agreement but Pulse Voice & Data reserves the right to change the telephone number on reasonable notice at its sole discretion.
7.4. The Customer shall pay to Pulse Voice & Data an administration fee of €10 plus VAT per number ported.
8. USE OF THE SERVICE
8.1. The Customer will ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for connection to the telecommunications network. The Customer will not do anything that may damage or affect the operation of the telecommunications network.
8.2. The Customer is responsible for all use made of the service under its control and will ensure that the Service is not used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or to promote any illegal activity or so as to constitute a violation or infringement of the rights of Pulse Voice & Data or any third party. The Customer undertakes to comply with all applicable laws and regulations and all reasonable instructions of Pulse Voice & Data in relation to its use of the Service and the Service Equipment.
8.3. If the Service is to be used to carry alarm signals, then Pulse Voice & Data will not accept responsibility for lack of Service or failure to deliver an alarm signal due to a) the network going down; b) suspension of the Customer’s account or c) reasons outside Pulse Voice & Data’s reasonable control including but not limited to any technical failure of the network; because the network is being tested, modified or maintained or if access to the network is denied.
8.4. Pulse Voice & Data will have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service where it is caused by the Customer’s negligence or default or by the customer failing to follow instructions from Pulse Voice & Data or by the Customer Equipment or where the fault does not lie with Pulse Voice & Data or any Service Equipment.
8.5. The Customer shall not sub-license, re-sell or offer in any manner, to a third party, the Service or use of or access to the Service, whether for commercial gain or otherwise.
9. CHARGES AND PAYMENT
9.1. The Customer shall pay to Pulse Voice & Data the charges in respect of the Service as specified in the Order Form.
9.2. In addition, the Customer shall pay to Pulse Voice & Data all charges relating to calls made through the Service as are set out in Pulse Voice & Data’s tariff as in force from time to time (a copy of which is available on request).
9.3. All charges are exclusive of VAT which shall be additionally payable by the Customer at the appropriate rate.
9.4. Pulse Voice & Data will invoice the Customer monthly for charges under this Agreement plus VAT. Payment is due within 10 working days of the invoice date. .
9.5. The Customer shall pay all charges in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by Pulse Voice & Data. If a cheque delivered by the Customer is dishonoured or a direct debit or standing order fails, Pulse Voice & Data may charge the Customer all costs incurred by Pulse Voice & Data as a result.
9.6. The time of payment of all sums due to Pulse Voice & Data under this Agreement will be of the essence. If Pulse Voice & Data does not receive payment in full upon the due date, Pulse Voice & Data will be entitled to levy a late penalty charge at a rate of 3% per annum above the base rate for the time being of the Bank of Ireland on any unpaid overdue balance (calculated on a daily basis and to accrue before as well as after any judgment).
9.7. All call charges payable under this Agreement will be calculated by reference to data recorded or logged by Pulse Voice & Data and not by reference to data recorded or logged by the Customer.
9.8. Subsequent to carrying out a credit check pursuant to clause 10.4 Pulse Voice & Data may require a cash deposit or a bank guarantee to cover charges which Pulse Voice & Data might reasonably expect the Customer to incur under the Agreement or may place a limit on the Customer’s account for charges that can be accumulated by the Customer before payment is received by Pulse Voice & Data in respect of provision of the Service.
9.9. Pulse Voice & Data reserves the right to increase any charges for the Service without notice, provided that such charges cannot be increased more than once in any  month period and not by more than any percentage increase in the Retail Prices Index (RPI), or any future equivalent, as published by the Central Statistical Office in the Monthly Digest of Statistics in any twelve month period. Should Pulse Voice & Data need to increase charges more than once in any  month period or/and by more than the percentage increase of the RPI [due to factors beyond the control of Pulse Voice & Data (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs)], Pulse Voice & Data shall give the Customer written notice of any such increase  months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Pulse Voice & Data in writing within  weeks of the date of Pulse Voice & Data ‘s written notice and Pulse Voice & Data shall have the sole right without limiting its other rights or remedies to terminate the Agreement by giving  [weeks’] written notice to the Customer.
10. PROVISION OF INFORMATION, DATA PROTECTION AND CONFIDENTIALITY
10.1. The Customer undertakes promptly to provide Pulse Voice & Data at its own cost, with all information and cooperation as it may reasonably require to enable it to perform its obligations under this Agreement and provide the Service.
10.2. The provision of the Service may involve Pulse Voice & Data in the processing of personal data (as defined in the Data Protection Act) that are under the Customer’s control. In respect of such personal data, Pulse Voice & Data warrants to and undertakes with the Customer that it shall:
10.2.1. take appropriate technical and organisational measures against unlawful and unauthorised processing of the personal data and against accidental loss, destruction of and damage to the personal data, alteration or disclosure of the personal data to any third party, this being limited to data within Pulse Voice & Data control.
10.2.2. take reasonable steps to ensure the reliability of all of its personnel (whether employees or contractors) that may have access to the personal data and to ensure that they are adequately trained in the good handling of personal data;
Pulse Voice & Data Standard Customer Agreement Terms & Conditions
10.2.3. act only in accordance with the Customer’s instructions in relation to processing the personal data and will not use the personal data for any purpose other than to provide the Service under this Agreement or as may be required by law.
10.3. Pulse Voice & Data shall keep in confidence all confidential information concerning the Customer’s business which Pulse Voice & Data may obtain in the course of provision of the Service and shall not use or disclose any such information other than as may be required by law or as necessary in connection with the provision of the Services.
10.4. Pulse Voice & Data reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer’s account with credit reference agencies. Pulse Voice & Data and other lenders may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors.
10.5. For Customers using the Hosted Call Recording Service, all call records will be deleted on expiry of the retention period.
11.1. Save for the warranties and conditions expressly set out in these Terms and Conditions, Pulse Voice & Data gives no warranty or condition regarding the Service and specifically Pulse Voice & Data:
11.1.1. expressly disclaims all conditions and warranties of any kind, whether express or implied, including but not limited to the implied conditions and warranties of satisfactory quality, fitness for a particular purpose, reasonable care and skill and non-infringement;
11.1.2. gives no condition or warranty that the Service will meet the Customer’s requirements, will be uninterrupted or timely, will be secure or error free or that defects in the Service will be corrected.
11.2. The Customer acknowledges and agrees that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, condition, warranty or understanding (whether negligently made or not) other than as expressly set out in this Agreement.
12.1. Nothing in this Agreement will exclude or restrict Pulse Voice & Data’s liability for (i) death or personal injury resulting from the negligence of Pulse Voice & Data or its employees or agents, (ii) fraudulent misrepresentation or (ii) any other liability that cannot by law be limited or excluded.
12.2. This clause sets out Pulse Voice & Data’s total liability to the Customer if the Service is not available for a continuous period of 12 hours or more in any one day and that unavailability is attributable entirely due to the fault of Pulse Voice & Data. In such an event Pulse Voice & Data’s total liability will be limited to the sum of 5% of the charges incurred in the average month for the previous quarter. Such liability will be paid as a credit against the next invoice.
12.3. Pulse Voice & Data’s aggregate liability to the Customer under or in connection with this Agreement (whether in contract, tort or otherwise including any liability in negligence) in respect of all causes of action arising in a calendar year will not exceed 60% of the total charges paid or payable by the Customer for the Service in such calendar year.
12.4. Pulse Voice & Data shall not in any event be liable to the Customer (whether in contract, tort or otherwise including any liability in negligence) for any:
12.4.1. loss of revenue, business, anticipated savings or profits, or damage to trading relationships; or
12.4.2. indirect, special or consequential loss or damage whatsoever or howsoever incurred by the Customer in connection with this Agreement.
12.5. In the event of any failure in the Service, Pulse Voice & Data will not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another service provider.
12.6. Pulse Voice & Data obligations and responsibilities under this Agreement are solely to the Customer and not to any third party and the Customer will keep harmless and will indemnify Pulse Voice & Data, its officers, employees and agents against any liabilities or costs arising from any and all claims by any third party in connection with the use of the Service or any defect in or failure of the Service.
13. SUSPENSION OF SERVICE
13.1. Pulse Voice & Data may at its sole discretion suspend with immediate effect the provision of the Service until further notice without liability or compensation to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that:
13.1.1. the Customer is in breach of any term of this Agreement;
13.1.2. the Customer prevents or delays any prearranged maintenance from being carried out;
13.1.3. the Customer is suspected, in Pulse Voice & Data’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service;
13.1.4. Pulse Voice & Data is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority.
13.2. If Pulse Voice & Data suspends the Service under this Agreement then Customer will reimburse any costs and expenses reasonably incurred as a result of such suspension and/or the services being reinstated.
13.3. If Pulse Voice & Data chooses to suspend the Service this will not prevent Pulse Voice & Data from also taking other action to terminate the Agreement under clause 14.
Pulse Voice & Data Standard Customer Agreement Terms & Conditions
14. TERM AND TERMINATION
14.1. This Agreement shall come into force on the date that a duly authorised signatory on behalf of Pulse Voice & Data signs a copy of the Order Form or on the date that Pulse Voice & Data commences provision of the Service whichever is the earlier.
14.2. This Agreement will remain in effect for the Contract Period continuing automatically for consecutive 12 month periods (with exception to businesses or companies with 10 employees or less where a rolling 30 day continuation will apply after the initial term until written notice is given) unless and until terminated in accordance with this clause.
14.3. Either party may terminate this Agreement on not less than 30 days’ prior written notice in writing to expire at the end of (i) the Contract Period or (ii) any subsequent 12 month period (with exception to businesses or companies with 10 employees or less as per 14.2).
14.4. Without prejudice to their other rights under this Agreement, Pulse Voice & Data and the Customer may terminate this Agreement with immediate effect if the other party:
14.4.1. commits a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 14 days of having been requested to do so in writing by the non-defaulting party; or
14.4.2. gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt.
14.5. Without prejudice to its other rights, Pulse Voice & Data may terminate this Agreement by notice in writing to the Customer having immediate effect if the Customer fails to make any payment to Pulse Voice & Data when it becomes due and remains in default seven days after being notified in writing to make such payment.
14.6. On termination of this Agreement (however occurring):
14.6.1. Pulse Voice & Data shall cease providing, and the Customer shall cease to be entitled to use, the Service;
14.6.2. the Customer will allow Pulse Voice & Data prompt access to the Customer’s Premises to remove any Service Equipment;
14.6.3. where this Agreement is terminated before the end of the Contract Period other than for breach by Pulse Voice & Data, the Customer will be responsible for the cost of de-installation and collection of the Service Equipment owned by Pulse Voice & Data and will pay Pulse Voice & Data €200 for the de-installation of each item forming part of the Service Equipment; and
14.6.4. any consequential reprogramming of the Customer Equipment will be the Customer’s responsibility and at the Customer’s cost.
14.7. The provisions of clause 9,10, 11 and 12 will continue to apply notwithstanding the termination of this Agreement.
15. FORCE MAJEURE
15.1. Notwithstanding anything in this Agreement, if total or partial performance of any of its obligations under this Agreement is delayed or rendered impossible for Pulse Voice & Data by virtue of any reason whatsoever beyond its reasonable control (including but not limited to epidemic, act of terrorism, riot, explosions, strikes or other labour unrest, unavailability of equipment, power or other commodity, failure or non-availability of Internet or telecommunications facilities, or default of any third party) then such non-performance or delay will not be deemed to constitute a breach by Pulse Voice & Data of this Agreement and Pulse Voice & Data shall not be liable for any loss or damage which the Customer may suffer as a result.
16.1. The Customer may not assign or transfer this Agreement or any of its rights under it without Pulse Voice & Data prior written consent. Pulse Voice & Data may assign, transfer, sub-contract or otherwise deal with all rights or obligations under this Agreement by giving notice in writing to the Customer.
16.2. Notices under this Agreement must be given in writing and sent either by hand, by first class post, or by facsimile transmission provided that there is a transmission sheet showing that the transmission was properly transmitted to the correct number. Notices must be sent to the address or fax number specified in the Order or such other address as may be notified to the other party from time to time. Post will be deemed to have arrived 2 business days from date of posting. Notices sent by other means will be received immediately.
16.3. If any provision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions will continue to apply to the fullest extent permitted by law.
16.4. Failure by either party to exercise or enforce any right under this Agreement will not be treated as a waiver of that right and will not prevent that right or any other right being exercised or enforced on a later occasion.
16.5. This Agreement and any documents referred to in it, including, but not limited to, the Pulse Voice & Data tariff together represent the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior understandings and representations (other than fraudulent misrepresentations), whether written or oral.
16.6. The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act by anyone else.
16.7. Irish law will govern this Agreement and the parties agree to submit any disputes to the exclusive jurisdiction of the Irish courts.
17. PAYMENT CARD INDUSTRY (PCI) COMPLIANCE
17.1. For the avoidance of doubt, Pulse Voice & Data Hosted Call Recording solutions are PCI compliant but are not FCA compliant.
18. CALLS TO IRISH EMERGENCY SERVICES
18.1. Pulse Voice & Data hosted telephony service allows calls to the Irish emergency services (999 or 112). Please note that calls to the emergency services will not be available if there is a power cut or a broadband connection failure.
18.2. Pulse Voice & Data Virtual Contact Centre (VCC) service does not support calls to the emergency services (999 or 112) from within the application. A VCC user may however make calls to the emergency services by picking up the handset and dialling (x) 999 where x is their outside access digit.