1. Definitions

1.1 “Company”, “we”, “us” and “our” means Pulse Automations, trading in the United Kingdom. Legal name, registered address, company number and VAT number will be stated on the applicable invoice or proposal.

1.2 “Client”, “you” and “your” means the person or organisation purchasing the Services.

1.3 “Services” means automation consultancy, design, development, integration, configuration, support and related professional services, including work with Zapier, n8n, Make, HubSpot, Airtable, GoHighLevel and custom API integrations.

1.4 “Deliverables” means any work product supplied to you under a Proposal or Statement of Work including configurations, scenarios, workflows, documentation, scripts and training materials.

1.5 “Proposal” or “Statement of Work” means a document issued by the Company describing scope, assumptions, timeline and fees for Services. A Proposal or Statement of Work forms part of these Terms when accepted by the Client.

1.6 “Third Party Services” means services, platforms, software or infrastructure provided by third parties such as Zapier, n8n, Make, HubSpot, Airtable, GoHighLevel, Google, Microsoft and hosting providers.

2. Agreement and order of precedence

2.1 The Agreement consists of these Terms together with any Proposal or Statement of Work and any Data Processing Addendum where applicable.

2.2 If there is a conflict, the order of precedence is the Data Processing Addendum, then the Proposal or Statement of Work, then these Terms.

3. Scope of Services

3.1 We will provide the Services described in the Proposal or Statement of Work using reasonable skill and care consistent with good industry practice.

3.2 Unless expressly stated, Services do not include third party licence costs, hosting, platform fees, transactional messaging costs, domain costs or taxes. You remain responsible for creating and maintaining your own accounts with Third Party Services.

3.3 Unless expressly stated, Services do not include permanent monitoring or support. Ongoing support is available by separate agreement.

4. Client responsibilities

4.1 Provide timely access to personnel, information, systems, environments and credentials reasonably required for the Services.

4.2 Ensure the accuracy, quality and legality of any Client Data and that you have all rights necessary to provide Client Data to us and to enable the Services.

4.3 Maintain secure backups of Client Data and configurations unless a Proposal expressly includes backup services.

4.4 Review and test Deliverables upon receipt and provide written feedback or acceptance within five business days. If you do not respond within this period the Deliverables are deemed accepted.

4.5 Comply with the terms of any Third Party Services. We are not responsible for changes or restrictions imposed by Third Party Services.

5. Proposals, changes and out of scope work

5.1 A Proposal is valid for thirty days from issue unless stated otherwise. Work begins after written acceptance and the initial invoice payment where applicable.

5.2 Either party may request a change to the scope. We will assess the impact on timeline and fees and provide a written change estimate. Work on changes will only proceed after written approval.

5.3 Work requested that is not described in the current Proposal is out of scope and will be billed at the current day rate or a mutually agreed fixed fee.

6. Fees, invoices and payment

6.1 Fees are set out in the Proposal. All fees are exclusive of VAT and other applicable taxes which will be charged where required by law.

6.2 Unless stated otherwise, we invoice fifty percent upfront and the balance on delivery or by milestones. For time and materials work we invoice monthly in arrears.

6.3 Invoices are due within fourteen calendar days. We may charge interest at one and a half percent per month on overdue amounts and may suspend work until payment is received.

6.4 You are responsible for any bank fees, currency conversion costs or withholding taxes. If withholding applies you will gross up the payment so we receive the full amount invoiced.

7. Term, cancellation and termination

7.1 The Agreement starts on acceptance of a Proposal and continues until completion of the Services unless terminated earlier under this clause.

7.2 Either party may terminate for convenience on thirty days’ written notice. You will pay for all Services performed up to the effective termination date and any non cancelable third party costs.

7.3 Either party may terminate immediately by written notice if the other party materially breaches the Agreement and fails to remedy within ten business days after notice, or becomes insolvent.

7.4 On termination each party will promptly return or delete Confidential Information on request, subject to lawful retention requirements.

8. Intellectual property

8.1 We own and retain all rights in our pre existing materials, know how, templates, libraries and tools used to provide the Services.

8.2 Upon full payment we assign to you ownership of the specific Deliverables created for you, excluding our pre existing materials and any Third Party Materials and open source components which are licensed to you under their applicable licences.

8.3 We grant you a perpetual, worldwide, non exclusive, non transferable licence to use our pre existing materials solely as embedded in the Deliverables for your internal business purposes.

8.4 You grant us a limited licence to use your name and logo for portfolio and marketing unless you notify us in writing that you opt out. We will not disclose Confidential Information in doing so.

9. Third Party Services and open source

9.1 Deliverables may connect to or depend on Third Party Services. You are responsible for configuring and maintaining those services and for all associated fees and compliance.

9.2 We do not control Third Party Services and are not liable for outages, rate limits, feature changes, pricing changes, deprecations or data loss that result from them. If a Third Party Service changes in a way that affects the Deliverables we can provide change work at our standard rates.

9.3 Deliverables may include or rely on open source software. Your use of such components is subject to the applicable open source licences. We do not provide legal advice regarding licence obligations.

10. Data protection

10.1 Each party will comply with applicable data protection laws in connection with the Services.

10.2 To the extent we process personal data on your behalf, the parties will enter into a Data Processing Addendum that describes the subject matter, duration, nature and purpose of processing, the types of personal data and categories of data subjects, and sets out the obligations of each party.

10.3 You are responsible for providing any required privacy notices and obtaining any necessary consents from data subjects for the processing carried out through the Deliverables.

11. Confidentiality

11.1 “Confidential Information” means non public information disclosed by a party that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure.

11.2 Each party will protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information and will not disclose it to third parties except to its personnel and contractors who have a need to know and are bound by confidentiality obligations.

11.3 The obligations in this clause do not apply to information that is public through no fault of the receiving party, already known to the receiving party without confidentiality obligation, independently developed, or rightfully obtained from a third party.

11.4 The confidentiality obligations survive for three years after termination, or longer if required by applicable law for personal data and trade secrets.

12. Warranties and disclaimers

12.1 We warrant that we will perform the Services with reasonable skill and care.

12.2 We do not warrant that Deliverables will be error free or that they will achieve any particular business result. Complex systems and Third Party Services can fail or change.

12.3 Except as expressly stated, the Services and Deliverables are provided “as is” to the maximum extent permitted by law. All implied warranties are excluded.

13. Limitation of liability

13.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

13.2 Subject to clause 13.1, neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill, data or business interruption.

13.3 Subject to clause 13.1, each party’s total aggregate liability arising out of or in connection with the Agreement whether in contract, tort or otherwise is limited to the total fees paid or payable by you for the Services giving rise to the claim during the twelve months preceding the event giving rise to the liability.

14. Indemnity

14.1 You will indemnify and hold us harmless from claims, damages and expenses arising from your misuse of the Services or Deliverables, violation of law, or infringement of third party rights due to materials or directions you supply.

15. Non solicitation

15.1 You will not solicit for employment any of our employees or contractors who were involved in providing the Services during the term of the Agreement and for twelve months thereafter. This does not restrict general recruitment adverts not targeted at our personnel.

16. Subcontracting and assignment

16.1 We may use subcontractors to provide the Services. We remain responsible for our obligations and for the acts and omissions of our subcontractors.

16.2 Neither party may assign the Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

17. Force majeure

17.1 Neither party is liable for delay or failure to perform due to events beyond its reasonable control including failures of Third Party Services, internet or telecom failures, power outages, acts of God, war, terrorism, labour disputes, governmental action or pandemics.

18. Notices

18.1 Notices must be in writing and delivered by hand, recorded post or email to the addresses set out in the Proposal or as otherwise notified in writing. Notices by email are deemed received on the business day sent if sent before 5 pm in the recipient’s local time, otherwise on the next business day.

19. Governing law and jurisdiction

19.1 This Agreement and any dispute or claim arising out of or in connection with it is governed by the laws of England and Wales.

19.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

20. Changes to these Terms

20.1 We may update these Terms from time to time. Material changes will be notified on our website or by email. Continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms.

21. Entire agreement

21.1 The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and understandings relating to its subject matter. Each party acknowledges that it has not relied on any statement not set out in the Agreement.

22. Severability and waiver

22.1 If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force. A failure to enforce a provision is not a waiver of that provision.