Pulse Telecom Terms & Conditions
‘Pulse Voice and Data Limited’ trading as ‘Pulse Telecom’
Unless expressly stated by Pulse Telecom in writing all quotations are made and Order Forms
accepted on the following terms and conditions.
1. DEFINITIONS
1.1. In this Agreement the following terms will have the following meanings:
1.1.1. “Agreement” means the agreement between Pulse Telecom and the Customer on
the terms set out in the Order Form and in these Terms and Conditions;
1.1.2. “Broadband” means any Digital Subscriber Line (DSL), Fibre to the Cabinet (FTTC),
Fibre to the Home (FTTH), or Ethernet connection;
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 Telecom;
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 Telecom 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 Telecom 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 Telecom to
provide the IP Hosted Service;
1.1.15. “Pulse Telecom” means Pulse Telecom 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. ORDERS
2.1. The Customer may from time to time submit Order Forms to Pulse Telecom. Order Forms
will be in such form as is notified to the Customer by Pulse Telecom from time to time. Pulse
Telecom 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 Telecom signs a copy of the Order Form or on the date that Pulse Telecom commences
provision of the Service requested in the Order Form, whichever is the earlier. Prior to
acceptance the Customer agrees that Pulse Telecom 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 Telecom or form part of this
Agreement unless expressly accepted in writing by a duly authorised signatory on behalf of
Pulse Telecom. 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 Telecom 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 Telecom shall provide the Service
with the reasonable skill and care of a competent telecommunications provider. 3.3. Pulse
Telecom 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 Telecom 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 Telecom shall respond to any reported
fault with the Service as soon as reasonably practicable during Pulse Telecom’s normal
working hours and will use all reasonable endeavours to correct any fault within Pulse
Telecom’s control. 3.5. Pulse Telecom 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 Telecom, where for instance
the Service is provided through a third party network. 3.6. Pulse Telecom 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 Telecom
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 Telecom 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 Telecom subject to agreement of additional costs by
the customer. Pulse Telecom 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 Telecom in full for all resulting
loss, damages, costs and expenses incurred by Pulse Telecom or any affected third party.
4. SOFTWARE
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 Telecom or its licensors.
5. BROADBAND
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 Telecom. 5.2. Where
Broadband is supplied by a third party, then Pulse Telecom 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. IMPLEMENTATION
6.1. Pulse Telecom or its appointed agent will deliver and install the Service Equipment at
the Customer’s Premises. Pulse Telecom 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 Telecom 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 Telecom or anyone acting
on Pulse Telecom’s behalf. 6.3. Where the Customer is purchasing the Service Equipment
from Pulse Telecom the Service Equipment will at all times remain the property of Pulse
Telecom until such time as the Customer has paid Pulse Telecom 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 Telecom or someone authorised by Pulse Telecom to do so;
6.5.2. Move the Service Equipment from the Customer’s Premises without the prior
written consent of Pulse Telecom.
7. NUMBER PORTING
7.1. Where access to the Service is facilitated through number porting from a third-party
carrier (e.g. Eir, Virgin Media, Vodafone), the Customer authorises Pulse Telecom to have the
numbers from the lines listed in the Order Form routed by Pulse Telecom instead of the
current carrier and to forward appropriate details of the Customer’s porting application for
the Service to Pulse Telecom. Pulse Telecom’s ability to provide the Service is subject to the
losing carrier 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 Telecom. 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 Telecom and the Customer will have no right to sell, dispose or transfer that
number at any time, subject to the Customer's rights under applicable Number Portability
regulations issued by the Commission for Communications Regulation (ComReg). Pulse
Telecom will use its reasonable efforts to ensure that the Customer is able to keep the
number during the period of this Agreement but Pulse Telecom reserves the right to change
the telephone number on reasonable notice at its sole discretion. 7.4. The Customer shall pay
to Pulse Telecom 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 Telecom or any third party. The Customer
undertakes to comply with all applicable laws and regulations and all reasonable instructions
of Pulse Telecom 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 Telecom 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 Telecom’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 Telecom 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 Telecom or by the
Customer Equipment or where the fault does not lie with Pulse Telecom 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 Telecom the charges in respect of the Service as
specified in the Order Form. 9.2. In addition, the Customer shall pay to Pulse Telecom all
charges relating to calls made through the Service as are set out in Pulse Telecom’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 Telecom 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 Telecom. If a cheque delivered by
the Customer is dishonoured or a direct debit or standing order fails, Pulse Telecom may
charge the Customer all costs incurred by Pulse Telecom as a result. 9.6. The time of
payment of all sums due to Pulse Telecom under this Agreement will be of the essence. If
Pulse Telecom does not receive payment in full upon the due date, Pulse Telecom 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 Telecom 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 Telecom may require a cash deposit or a
bank guarantee to cover charges which Pulse Telecom 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
Telecom in respect of provision of the Service. 9.9. Pulse Telecom reserves the right to
increase any charges for the Service without notice, provided that such charges cannot be
increased more than once in any 12 month period and not by more than any percentage
increase in the Consumer Price Index (CPI), or any future equivalent, as published by the
Central Statistics Office in the Monthly Digest of Statistics in any twelve month period.
Should Pulse Telecom need to increase charges more than once in any 12 month period
or/and by more than the percentage increase of the CPI due to factors beyond the control of
Pulse Telecom (including foreign exchange fluctuations, increases in taxes and duties, and
increases in labour, materials and other manufacturing costs), Pulse Telecom shall give the
Customer written notice of any such increase 2 months before the proposed date of the
increase. If such increase is not acceptable to the Customer, it shall notify Pulse Telecom in
writing within 2 weeks of the date of Pulse Telecom’s written notice and Pulse Telecom shall
have the sole right without limiting its other rights or remedies to terminate the Agreement
by giving 6 weeks’ written notice to the Customer.
10. PROVISION OF INFORMATION, DATA PROTECTION AND CONFIDENTIALITY
10.1. The Customer undertakes promptly to provide Pulse Telecom 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 Telecom in the processing of personal data (as defined in the General Data
Protection Regulation and Data Protection Act 2018) that are under the Customer’s control.
In respect of such personal data, Pulse Telecom 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 Telecom 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;
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
Telecom shall keep in confidence all confidential information concerning the Customer’s
business which Pulse Telecom 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 Telecom 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
Telecom 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. DISCLAIMERS
11.1. Save for the warranties and conditions expressly set out in these Terms and Conditions,
Pulse Telecom gives no warranty or condition regarding the Service and specifically Pulse
Telecom:
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. LIABILITY
12.1. Nothing in this Agreement will exclude or restrict Pulse Telecom’s liability for (i) death
or personal injury resulting from the negligence of Pulse Telecom or its employees or agents,
(ii) fraudulent misrepresentation or (iii) any other liability that cannot by law be limited or
excluded. 12.2. This clause sets out Pulse Telecom’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 Telecom. In such an event
Pulse Telecom’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 Telecom’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
Telecom 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 Telecom 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 Telecom 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 Telecom, 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 Telecom 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 Telecom’s reasonable opinion, of involvement
with fraud or attempted fraud in connection with the use of the Service;
13.1.4. Pulse Telecom 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 Telecom 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 Telecom chooses to
suspend the Service this will not prevent Pulse Telecom from also taking other action to
terminate the Agreement under clause 14.
14. TERM AND TERMINATION
14.1. This Agreement shall come into force on the date that a duly authorised signatory on
behalf of Pulse Telecom signs a copy of the Order Form or on the date that Pulse Telecom
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 Telecom 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 570 of the Companies Act 2014, 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 examiner 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 Telecom may terminate this Agreement by notice in writing to the Customer
having immediate effect if the Customer fails to make any payment to Pulse Telecom
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 Telecom shall cease providing, and the Customer shall cease to be entitled
to use, the Service;
14.6.2. the Customer will allow Pulse Telecom 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 Telecom, the Customer will be responsible for the cost of de-
nstallation and collection of the Service Equipment owned by Pulse Telecom and will
pay Pulse Telecom €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 Telecom 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 Telecom of this Agreement and
Pulse Telecom shall not be liable for any loss or damage which the Customer may suffer as a
result.
16. GENERAL
16.1. The Customer may not assign or transfer this Agreement or any of its rights under it
without Pulse Telecom prior written consent. Pulse Telecom 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 Telecom 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. No
third party shall have any right to enforce any term of this Agreement. 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 Telecom Hosted Call Recording solutions are PCI
compliant but are not FCA compliant.
18. CALLS TO IRISH EMERGENCY SERVICES
18.1. Pulse Telecom 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 Telecom 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.
Unless expressly stated by Pulse Telecom in writing all quotations are made and Order Forms
accepted on the following terms and conditions.
1. DEFINITIONS
1.1. In this Agreement the following terms will have the following meanings:
1.1.1. “Agreement” means the agreement between Pulse Telecom and the Customer on
the terms set out in the Order Form and in these Terms and Conditions;
1.1.2. “Broadband” means any Digital Subscriber Line (DSL), Fibre to the Cabinet (FTTC),
Fibre to the Home (FTTH), or Ethernet connection;
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 Telecom;
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 Telecom 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 Telecom 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 Telecom to
provide the IP Hosted Service;
1.1.15. “Pulse Telecom” means Pulse Telecom 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. ORDERS
2.1. The Customer may from time to time submit Order Forms to Pulse Telecom. Order Forms
will be in such form as is notified to the Customer by Pulse Telecom from time to time. Pulse
Telecom 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 Telecom signs a copy of the Order Form or on the date that Pulse Telecom commences
provision of the Service requested in the Order Form, whichever is the earlier. Prior to
acceptance the Customer agrees that Pulse Telecom 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 Telecom or form part of this
Agreement unless expressly accepted in writing by a duly authorised signatory on behalf of
Pulse Telecom. 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 Telecom 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 Telecom shall provide the Service
with the reasonable skill and care of a competent telecommunications provider. 3.3. Pulse
Telecom 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 Telecom 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 Telecom shall respond to any reported
fault with the Service as soon as reasonably practicable during Pulse Telecom’s normal
working hours and will use all reasonable endeavours to correct any fault within Pulse
Telecom’s control. 3.5. Pulse Telecom 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 Telecom, where for instance
the Service is provided through a third party network. 3.6. Pulse Telecom 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 Telecom
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 Telecom 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 Telecom subject to agreement of additional costs by
the customer. Pulse Telecom 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 Telecom in full for all resulting
loss, damages, costs and expenses incurred by Pulse Telecom or any affected third party.
4. SOFTWARE
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 Telecom or its licensors.
5. BROADBAND
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 Telecom. 5.2. Where
Broadband is supplied by a third party, then Pulse Telecom 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. IMPLEMENTATION
6.1. Pulse Telecom or its appointed agent will deliver and install the Service Equipment at
the Customer’s Premises. Pulse Telecom 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 Telecom 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 Telecom or anyone acting
on Pulse Telecom’s behalf. 6.3. Where the Customer is purchasing the Service Equipment
from Pulse Telecom the Service Equipment will at all times remain the property of Pulse
Telecom until such time as the Customer has paid Pulse Telecom 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 Telecom or someone authorised by Pulse Telecom to do so;
6.5.2. Move the Service Equipment from the Customer’s Premises without the prior
written consent of Pulse Telecom.
7. NUMBER PORTING
7.1. Where access to the Service is facilitated through number porting from a third-party
carrier (e.g. Eir, Virgin Media, Vodafone), the Customer authorises Pulse Telecom to have the
numbers from the lines listed in the Order Form routed by Pulse Telecom instead of the
current carrier and to forward appropriate details of the Customer’s porting application for
the Service to Pulse Telecom. Pulse Telecom’s ability to provide the Service is subject to the
losing carrier 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 Telecom. 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 Telecom and the Customer will have no right to sell, dispose or transfer that
number at any time, subject to the Customer's rights under applicable Number Portability
regulations issued by the Commission for Communications Regulation (ComReg). Pulse
Telecom will use its reasonable efforts to ensure that the Customer is able to keep the
number during the period of this Agreement but Pulse Telecom reserves the right to change
the telephone number on reasonable notice at its sole discretion. 7.4. The Customer shall pay
to Pulse Telecom 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 Telecom or any third party. The Customer
undertakes to comply with all applicable laws and regulations and all reasonable instructions
of Pulse Telecom 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 Telecom 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 Telecom’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 Telecom 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 Telecom or by the
Customer Equipment or where the fault does not lie with Pulse Telecom 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 Telecom the charges in respect of the Service as
specified in the Order Form. 9.2. In addition, the Customer shall pay to Pulse Telecom all
charges relating to calls made through the Service as are set out in Pulse Telecom’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 Telecom 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 Telecom. If a cheque delivered by
the Customer is dishonoured or a direct debit or standing order fails, Pulse Telecom may
charge the Customer all costs incurred by Pulse Telecom as a result. 9.6. The time of
payment of all sums due to Pulse Telecom under this Agreement will be of the essence. If
Pulse Telecom does not receive payment in full upon the due date, Pulse Telecom 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 Telecom 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 Telecom may require a cash deposit or a
bank guarantee to cover charges which Pulse Telecom 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
Telecom in respect of provision of the Service. 9.9. Pulse Telecom reserves the right to
increase any charges for the Service without notice, provided that such charges cannot be
increased more than once in any 12 month period and not by more than any percentage
increase in the Consumer Price Index (CPI), or any future equivalent, as published by the
Central Statistics Office in the Monthly Digest of Statistics in any twelve month period.
Should Pulse Telecom need to increase charges more than once in any 12 month period
or/and by more than the percentage increase of the CPI due to factors beyond the control of
Pulse Telecom (including foreign exchange fluctuations, increases in taxes and duties, and
increases in labour, materials and other manufacturing costs), Pulse Telecom shall give the
Customer written notice of any such increase 2 months before the proposed date of the
increase. If such increase is not acceptable to the Customer, it shall notify Pulse Telecom in
writing within 2 weeks of the date of Pulse Telecom’s written notice and Pulse Telecom shall
have the sole right without limiting its other rights or remedies to terminate the Agreement
by giving 6 weeks’ written notice to the Customer.
10. PROVISION OF INFORMATION, DATA PROTECTION AND CONFIDENTIALITY
10.1. The Customer undertakes promptly to provide Pulse Telecom 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 Telecom in the processing of personal data (as defined in the General Data
Protection Regulation and Data Protection Act 2018) that are under the Customer’s control.
In respect of such personal data, Pulse Telecom 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 Telecom 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;
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
Telecom shall keep in confidence all confidential information concerning the Customer’s
business which Pulse Telecom 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 Telecom 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
Telecom 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. DISCLAIMERS
11.1. Save for the warranties and conditions expressly set out in these Terms and Conditions,
Pulse Telecom gives no warranty or condition regarding the Service and specifically Pulse
Telecom:
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. LIABILITY
12.1. Nothing in this Agreement will exclude or restrict Pulse Telecom’s liability for (i) death
or personal injury resulting from the negligence of Pulse Telecom or its employees or agents,
(ii) fraudulent misrepresentation or (iii) any other liability that cannot by law be limited or
excluded. 12.2. This clause sets out Pulse Telecom’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 Telecom. In such an event
Pulse Telecom’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 Telecom’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
Telecom 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 Telecom 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 Telecom 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 Telecom, 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 Telecom 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 Telecom’s reasonable opinion, of involvement
with fraud or attempted fraud in connection with the use of the Service;
13.1.4. Pulse Telecom 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 Telecom 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 Telecom chooses to
suspend the Service this will not prevent Pulse Telecom from also taking other action to
terminate the Agreement under clause 14.
14. TERM AND TERMINATION
14.1. This Agreement shall come into force on the date that a duly authorised signatory on
behalf of Pulse Telecom signs a copy of the Order Form or on the date that Pulse Telecom
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 Telecom 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 570 of the Companies Act 2014, 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 examiner 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 Telecom may terminate this Agreement by notice in writing to the Customer
having immediate effect if the Customer fails to make any payment to Pulse Telecom
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 Telecom shall cease providing, and the Customer shall cease to be entitled
to use, the Service;
14.6.2. the Customer will allow Pulse Telecom 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 Telecom, the Customer will be responsible for the cost of de-
nstallation and collection of the Service Equipment owned by Pulse Telecom and will
pay Pulse Telecom €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 Telecom 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 Telecom of this Agreement and
Pulse Telecom shall not be liable for any loss or damage which the Customer may suffer as a
result.
16. GENERAL
16.1. The Customer may not assign or transfer this Agreement or any of its rights under it
without Pulse Telecom prior written consent. Pulse Telecom 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 Telecom 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. No
third party shall have any right to enforce any term of this Agreement. 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 Telecom Hosted Call Recording solutions are PCI
compliant but are not FCA compliant.
18. CALLS TO IRISH EMERGENCY SERVICES
18.1. Pulse Telecom 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 Telecom 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.