1. Parties
"Excis" means Excis Compliance Ltd., a company registered in England & Wales (number 06886815) at 1 Northumberland Avenue, Trafalgar Square, London WC2N 5BW.
"Customer" means the organisation that places an order for Pulse or whose representative accepts these terms. The individual accepting these terms warrants that they have authority to bind the organisation.
2. Orders & subscription
The Customer subscribes to Pulse by placing an order — through the online checkout, a signed order form, or a quote countersignature. Each order specifies the plan, the number of seats, the term, and the fees.
Subscriptions auto-renew for successive terms equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
3. Licence to use Pulse
Subject to payment of fees and compliance with these terms, Excis grants the Customer a non-exclusive, non-transferable, worldwide right to:
- Access and use the Pulse hosted service for the Customer's internal business operations
- Install the Pulse agent software on devices owned, leased or controlled by the Customer, up to the licensed seat count
- Use the documentation in connection with that use
The Customer may not: (a) sublicense, resell or make Pulse available to a third party except as part of the Customer's services to its own end users; (b) reverse-engineer, decompile or attempt to extract source code, except as expressly permitted by applicable law; (c) remove or obscure any proprietary notices; (d) use Pulse to build a competing product.
4. Fees & payment
Fees are as set out in the Customer's order or, for self-serve orders, on the pricing page in effect at the order date. Unless otherwise agreed:
- Annual subscriptions are invoiced annually in advance
- Fees are payable within 30 days of invoice
- Excis may suspend access if payment is more than 14 days overdue, after providing reasonable notice
- Late payment attracts interest at the Bank of England base rate plus 4% per annum
- Fees are exclusive of VAT and similar taxes, which are added at the prevailing rate
Excis may increase per-seat fees on renewal with at least 60 days' written notice. The first such increase will not exceed the higher of 7% or the prevailing UK CPIH inflation rate.
5. Customer data
As between the parties, the Customer owns all data captured by Pulse on its devices ("Customer Data"). Excis processes Customer Data only as a processor on the Customer's behalf, under the Data Processing Agreement, which is incorporated into these terms by reference.
All Customer Data is processed and stored exclusively within the European Union, as detailed in our security & compliance overview.
6. Acceptable use
The Customer agrees not to use Pulse to:
- Monitor any person without first informing them, where notice is required by applicable law (which it usually is)
- Process special categories of personal data (Art. 9 GDPR) without a documented lawful basis
- Carry out monitoring that is disproportionate, covert without justification, or otherwise unlawful
- Attempt to disable the agent's built-in privacy protections (redaction list, working-hours window, tray-icon transparency)
- Probe, scan or stress-test the Pulse service, except with prior written permission for security research
- Use Pulse in connection with the development of nuclear, chemical or biological weapons, or in any manner that violates export control laws
The Customer is responsible for its end users' compliance with these terms. Excis may suspend access where it reasonably believes use poses a security, legal or reputational risk, after notice where practicable.
7. Confidentiality
Each party will keep the other's confidential information confidential and use it only to perform under these terms. This obligation survives termination by three years. It does not apply to information that is public, was already known, was independently developed, or is required to be disclosed by law.
8. Service level
Excis targets 99.9% monthly uptime for the Pulse hosted service, measured at the ingest endpoint. Planned maintenance windows announced at least 7 days in advance are excluded. Where uptime falls below 99.9% in a calendar month, the Customer is entitled to the service credits set out in our SLA, which forms part of these terms and is available on request.
9. Warranties
Each party warrants that it has authority to enter into this agreement. Excis warrants that Pulse will materially conform to its documentation and that Excis will provide the service with reasonable skill and care.
Except as expressly stated, Pulse is provided "as is" and Excis disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.
10. Liability
Neither party excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be excluded.
Subject to that, each party's total aggregate liability arising out of or in connection with these terms is capped at the fees paid or payable by the Customer to Excis in the 12 months preceding the event giving rise to the claim. Neither party is liable for indirect or consequential loss, loss of profits, loss of goodwill or loss of anticipated savings.
11. Term & termination
These terms begin on the order start date and continue for the subscription term. Either party may terminate immediately on written notice if the other:
- Materially breaches these terms and fails to cure within 30 days of written notice (or 14 days for unpaid fees)
- Becomes insolvent or enters administration
On termination, the Customer's access ends and Excis retains Customer Data for 90 days to allow export, then deletes it. The Customer remains liable for fees accrued before termination.
12. Miscellaneous
- Governing law & jurisdiction. These terms are governed by the laws of England and Wales. The courts of England have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court.
- Assignment. Neither party may assign without consent, except to an affiliate or in connection with a change of control.
- Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to mitigate.
- Notices. Notices to Excis: [email protected], copy to the registered office. Notices to the Customer: the email address on its account.
- Entire agreement. These terms (together with the DPA, SLA and any signed order form) form the entire agreement and supersede all prior arrangements on this subject matter.
- No third-party rights. No third party may enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
- Severability. If any clause is held unenforceable, the rest remains in effect.