Terms and Conditions

GENERAL TERMS AND CONDITIONS (hereinafter referred to as “Terms and Conditions” or “Terms)

Date: 19 December 2022

 

Please read these Terms and Conditions carefully before registering for a chargeable subscription or installing any of the Solution or Services offered on this website operated by “TSFY Limited”, a company registered in Ireland with company number CRO 471291, with its registered address at Block B, Maynooth Business Campus, Co. Kildare, Ireland and with the EU VAT number IE 9702568A.

Some company services are provided under trade names registered to TSFY Ltd. These are but are not limited to “NUACOM”. Any reference in this document to these trade names refers to TSFY Ltd and is not a separate entry.

Upon completing our registration for a chargeable subscription to the Solution and Services and/or installing the Solution on your devices and clicking on the accept buttons relating to our Terms and Conditions, DPA and Privacy Policy, you, the Customer, agree to be legally bound by these Terms and Conditions, DPA, Privacy Policy, and Cookie Policy, all of which may be modified and published on our website from time to time.

In the event of any inconsistency between the content of the Terms and Conditions, DPA, Privacy Policy, and the Cookie Policy, the Terms and Conditions shall prevail, followed by the DPA, then the Privacy Policy and then the Cookie Policy.

 

DEFINITIONS

“Account” means the numbered account established with TSFY Ltd that contains any of the following information: Your true, accurate, current, and complete personal name or business name, administrator name, billing address, shipping address, the address where the Services will primarily be used, the records of Your Digital Lines, subscriptions, and any Services that You have purchased from TSFY Ltd.  Multiple services, Digital Lines, or End Users may be included in a single account.

“Account Data” means Registration Information, and the TSFY Ltd-generated logs of calling activity stored within that Account.

“Account Security Incident” means any actual or suspected unauthorised activity, erroneous billing, or breach or compromise of any Password Information or the security or privacy Your Plan, an Account, or any Account Data.

“Admin Portal” means the website through which You may enter Registration Information, purchase and register additional IP Desk Phones or Softphones, purchase additional Services, or make modifications to, or control, Your Account in any other way.

“Affiliate” is a person or entity that is controlled by that party, controls that party, or is under common control with a party (provided that for purposes of this definition, “control” means beneficial ownership of all of an entity’s then-outstanding voting securities or ownership interests).

“Applications” means software applications made available to You as part of the Services, such as the NUACOM Mobile Application and NUACOM Desktop Softphone.

“Client Personal Data” means any personally identifiable data that You or Your End Users transmit, receive, and/or store through the Plan.

“Digital Line” means a digital voice line allowing the placement of external outbound calls and receipt of external direct inbound calls.

“Embargoed Area” means a country or region that is subject to a United Kingdom, United States, Canadian, United Nations, or European Union embargo or economic sanctions, including without limitations destinations designated by the UK Foreign & Commonwealth Office, the UK HM Treasury, the United States Government in Country Group E or Part 746 of the Export Administration Regulations (15 CFR Part 730-774), or otherwise subject to territorial sanctions under regulations administered by the United Kingdom Foreign & Commonwealth Office, the United Kingdom HM Treasury, the United States Department of the Treasury, the United States Office of Foreign Assets Control, or other governmental authorities with jurisdiction.

“End-Point” means a point through which any End User might access and/or use the Services, including without limitation all IP Desk Phones and all Softphones, instances of the NUACOM Mobile Applications, and all devices or VoIP infrastructure on which any Softphone or such instance is installed or through which the Services may be accessed or used.

“End User” means the user of a virtual extension or individual digital line set up within an Account or an individual assigned thereto by You or by TSFY Ltd at Your direction or request.

“Export Control List” means any list maintained by the government of the United Kingdom, the United States or any other country of entities or individuals that are subject to export controls or economic sanctions, including without limitation the United States Commerce Department’s Denied Parties List, Entity List, or Unverified List; the United States Department of the Treasury’s or the United States Office of Foreign Assets Control’s Specially Designated National List; Sectoral Sanctions List; Foreign Sanctions Evaders List; the UK Strategic Export Control List; and similar lists of entities, organisations, or individuals subject to export control restrictions or economic sanctions that are maintained by other agencies of the United Kingdom Government, the United States Government, the United Nations, the European Union, or any other governmental authority with jurisdiction.

“Home Country” means the country that is designated as Your primary or home country in the Order for TSFY Ltd Services.

“IP Desk Phone” means a telephony hardware device that uses VoIP to place and transmit telephone calls over an IP network.

“Password Information” means any and all passwords, PINs, IVR PIN codes, security questions or answers, and other access-related credentials related to Your Services or an Account.

“Plan” means the plan subscriptions available for purchase from TSFY Ltd for selected Services pursuant to an Order (including any free trial of such subscription).

“Plan Fees” means the fees payable by You in consideration for the provision of the Services.

“Services” means the Principal Services or Complementary Services purchased under these Terms and Conditions or any contract between the customer and TSFY Ltd.

“Registration Information” means any information You or Your End Users may be required to provide in connection with Account registration or subsequent Account updates.

“Softphone” means an instance of the NUACOM Softphone desktop software application used to access the Services.

“Usage” means freephone usage, local usage, long-distance usage, international usage, and any other usage of an Account that could result in charges for calling, messaging, or other activity.

“User” means any End User or any person or entity using or accessing Your Account, or the Services, with or without your permission or knowledge.

 

1. INTRODUCTION

1.1 General

TSFY Limited, Registered in Ireland CRO 471291 (hereinafter referred to as “TSFY Ltd”), provides IT, Telecommunication and other similar services (hereinafter referred to as the “Services“).
TSFY Ltd reserves the right to suspend or cancel a customer’s access to any or all Services provided by TSFY Ltd or their hosting partners if TSFY Ltd decides that the account has been inappropriately used or that these Standard Terms and Conditions or the Terms and Conditions of our hosting partners have been broken in whole or part. These Terms and Conditions supersede all previous representations, understandings, or agreements unless specifically agreed otherwise by both Parties in writing. All work is carried out by TSFY Ltd on the understanding that the Customer has agreed to TSFY Ltd.’s Terms and Conditions.

1.2 Licence grant to us

By providing information (hereinafter referred to as – “Files”) through the Services or via other electronic communications, you approve our processing of your Files as described in this Terms and Private Policy.

Cookies can collect your Personal Data when you are using our Website.

We guarantee that all Files will be used only for data processing purposes for providing Services, and any third party, from third countries and international organisations, will not have any access to your Files without your additional direct permission.

 

2. NUACOM SERVICES – PROVISION OF VOIP SERVICES

2.1 Call Charges

Calls are charged by the second. Call charges are rounded up to the nearest tenth of a cent.

2.2 TSFY Ltd reserves the right to amend the price of call plans, rates, and other charges. The NUACOM website will contain notifications of any increases in call charges or rates. Customers will be notified via email of any rate increases.

2.3 Service minutes and/or SMS credits remaining at the end of any month will not be carried over to the following month. The remaining minutes and/or SMS credits will be deducted from your account at the end of the month.

2.4 Customers on our Pay-As-You-Go plan will have the cost of calls and/or messages deducted from the credit in their account. When all the credit in their account has been used up, they will only be able to make calls once they top-up their account.

2.5 Pay-As-You-Go credit is your pre-payment to TSFY Ltd for calls and messages. It is not a loan to us by you, and we do not hold any such credit as a trustee for you. Payments are not refundable. Pay-As-You-Go credit will expire after twelve (12) months.

2.6 All SMS messages are purchased and paid for in advance in bulk and credited to your account and must be used within six (6) months.

2.7 The subscriber is responsible for all charges arising from the use of the Service, whether or not incurred by you personally.

2.8 Unlimited Plan

TSFY Ltd offers unlimited monthly Plans for some of its Services. An Unlimited Plan provides You with a local or freephone telephone number and is subject to the terms and restrictions of the Agreement. If, for any reason, TSFY Ltd believes that Your usage of the Unlimited Plan and Services violates the provisions of these Terms and Conditions, then TSFY Ltd may, at its sole discretion, with or without notice, terminate Your Unlimited Plan.

 

3. PAYMENT METHODS AND TERMS

3.1 Payments can be made by:

1. Credit or debit card, by entering Credit card details on the online portal in “Payment Methods”.
2. Bank transfer.
3. Direct Debit, SEPA EU or UK.

3.2 The payment term is twenty (20) days from the invoice’s issue date.

3.3 If the chosen method of payment is by “Direct Debit”, the Customer must ensure that the account details provided are from a current account which can accept direct debits and that the person signing the Direct Debit Mandate is authorised to do so (is a signatory on the bank account).

3.4 In the event of a cancellation of a direct debit instruction, the Customer shall duly notify the Customer’s bank and TSFY Ltd in writing of such cancellation.

3.5 It is the responsibility of the Customer to advise TSFY Ltd in writing of any change to bank account details provided on the original direct debit instruction.

3.6 TSFY Ltd will charge (fifteen) 15.00 EUR on failed direct debit instalments. The Customer will be notified in writing of the unpaid amount, including the penalty charge.

3.7 TSFY Ltd requires an alternative payment for the full sum owed within five working days from the unpaid direct debit notification date.

3.8 Direct Debit collection period is from the 15th to the 19th of the month.

3.9 Payment terms for BillPay accounts (either on Direct Debit or not) is twenty (20) days after the invoice issue date.

3.10 The invoices for PrePay accounts are due immediately.

3.11 Accounts left in arrears may result in disconnection. Reconnection may take up to ten (10) days and is subject to a fifty EUR (€50) ex-VAT reconnection charge. 

 

4. GEOGRAPHIC NUMBERS

4.1 Customers purchasing Services that include geographic PSTN numbers acknowledge that they are normally residents in the geographic MNA (Minimum Numbering Area) for the number requested. It is contravention of the Home Country’s Communications Regulatory body directives to subscribe to a geographic PSTN number if you are not normally resident in the MNA of the geographic number allocated to you.

4.2 Geographic numbers are not provided free of charge. Any additional numbers provided are chargeable. Geographic numbers are only maintained on a customer’s account where payment is fully up to date.

4.3 Customers should wait to verify and test any assigned numbers prior to publishing numbers on websites, signs, telephone directories, company stationery or any other format. TSFY Ltd accepts no liability for costs where a number is subsequently shown not to work as required.

4.5 Any queries regarding Geographic numbers should be forwarded to “porting@nuacom.com”.

4.6 Upon the cancellation of your account, we will release to your new service provider the telephone number(s) that you used in connection with your account, provided the new service provider is able to accept such numbers, your account is paid in full and that you request the transfer upon disconnecting your account.

 

5. CANCELLATION AND REFUNDS

Refunds will be given on hardware returned intact and in pristine condition to TSFY Ltd within seven (7) days of purchase.

5.1 Right of Withdrawal:

If you purchase the Services in the TSFY Ltd or NUACOM Online Shop, you have seven (7) days to cancel your purchase from the date you receive your order for any/no reason under the European Communities Protection of Consumers in Respect of Contracts made by Means of Distance Communication Regulations 2001.

5.2 When you cancel your purchase under the above circumstances, we will give you a full refund within thirty (30) days of exercising your right to cancel. You must, however, do this within the seven-day period.

5.3 You may contact “accounts@nuacom.com” to cancel any service plan you may have purchased or agreed to sign-up to; please quote your NUACOM account code in this correspondence. If you have incurred any charges on a service plan, you will waive your right to cancel during this seven-day period and your entitlement to a full refund. Pay-As-You-Go customers who incur charges on their account must clear these before cancelling their purchase within seven (7) days.

5.4 Refunds will not be issued on services where the customer has commenced the service for the current month. Refunds of less than one (1) month’s service plan cost will be issued for service cancelled within the first month of purchase.

5.5 If you wish to cancel your account, you should email “accounts@nuacom.com” or write to “NUACOM, Block B, Maynooth Business Campus, Co. Kildare, Ireland”. Accounts can’t be cancelled over the telephone. Only the account holder may cancel a service.

5.6 Where a device is suspected to be faulty, and on the instruction of the NUACOM Support Team, the customer may return the item at their own expense to TSFY Ltd. We recommend it be returned by registered post or similar tracked delivery. Items lost or damaged while being returned to TSFY Ltd are the customer’s responsibility. If the item is tested and is shown to be faulty, the cost of returning the product to TSFY Ltd will be reimbursed to the customer, and the amount refunded will be no greater than the original delivery cost. TSFY Ltd will pay the cost of delivering the replacement product to the customer. If the item is tested and shown not to be faulty, the cost of returning the product will not be reimbursed, and the customer must pay the cost of returning the tested item to the customer.

5.7 TSFY Ltd accept no liability for costs incurred due to hardware return except those stated directly above.

 

6. USE POLICIES

6.1 NEITHER YOU NOR ANY OF YOUR END USERS SHALL USE THE SERVICES FOR ANY ILLEGAL, FRAUDULENT, IMPROPER, OR ABUSIVE PURPOSE OR IN ANY WAY THAT INTERFERES WITH TSFY LTD’S ABILITY TO PROVIDE HIGH-QUALITY SERVICES TO OTHER CUSTOMERS, PREVENTS OR RESTRICTS OTHER CUSTOMERS FROM USING THE SERVICES, OR DAMAGES TSFY LTD’S OR OTHER CUSTOMERS’ PROPERTY.

A breach of obligations in this Section 6 (Use Policies) constitutes a material breach of this Agreement such that TSFY Ltd may suspend service, terminate the Agreement immediately, or take any other action TSFY Ltd deems necessary to provide the Services to you and others; to protect you, the Services, and the TSFY Ltd networks; and to enforce the terms of this Section.

Neither You nor any User may use or allow the use of the Services in any of the following ways:

• Illegal or inappropriate behaviour.Using the Services in any manner that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
• Distracted driving.You are responsible for the safe use of the Services for any End User accessing Your account. You shall require the End Users of Your Services to become familiar with and comply with all local laws before using a wireless device and mobile applications while operating a motor vehicle.
• Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (‘spamming’), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes without the consent of the recipient.
• Intentionally engaging in blasting or broadcasting bulk communications, advertisements, or messages (e.g., sending hundreds of messages simultaneously), including without limitation through email, voicemail, SMS, facsimile, or internet facsimile.
• Harvesting information.Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
• Auto-dialling.Performing auto-dialling or ‘predictive’ dialling (i.e., non-manual dialling or using a software program or other means to dial or place outbound calls continuously) in violation of applicable law or in an excessive or otherwise abusive manner.
• Transmitting viruses.Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
• ID spoofing.Creating a false Caller ID identity (‘ID spoofing’) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.
• Infringement of rights.Transmitting any material that may infringe, misappropriate, or otherwise violate the Intellectual Property rights, rights of privacy, personality, publicity, or other rights of third parties.
• Derivative Works.Undertaking, directing, attempting, causing, permitting, or authorising the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any other software or hardware provided by TSFY Ltd and used in conjunction with the Services.
• Illegal communications.Transmitting any communication that would violate any applicable law, including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003 (the “Privacy Regulations”).
• Excessive usage.Utilising the Services in excess of what, in TSFY Ltd’s reasonable discretion, would be expected of normal business use, including, without limitation, allowing more than one user to use a single VoIP line or using a single VoIP line in excess of what would be expected of a single user.
• Interfering with another customer’s use of the Services.Using the Services in any way that interferes with, disrupts, prevents, or restricts other customers’ and third parties’ use and enjoyment of the Services.
• Network Interference.Interfering with, or disrupting, networks or systems connected to the Services.
• Avoiding compliance.Using or employing methods and/or devices designed or likely to take advantage of, bypass, exploit, or otherwise avoid compliance with the Agreement.
• Granting rights to third parties with respect to the Services.Selling; reselling; distributing; leasing; exporting, importing, or otherwise granting or purporting to grant rights to third parties with respect to the Services and any software or hardware used in conjunction with the Services or any part thereof without TSFY Ltd’s prior written consent.
• Unauthorised usage.Undertaking, directing, attempting, causing, permitting, or authorising the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any software and hardware used in conjunction with the Services or part thereof.
• Circumvention of security measures.Defeating, disabling, or circumventing any protection mechanism related to the Services.
• Intercepting, capturing, sniffing, monitoring, modifying, emulating, decrypting, or redirecting any communication or data used by TSFY Ltd for any purpose, including, without limitation, by causing any product to connect to any computer server or other device not authorised by TSFY Ltd or in any manner not authorised in advance in writing by TSFY Ltd.
• Unauthorised repair.Allowing any service provider or other third party – with the sole exception of TSFY Ltd’s authorised maintenance providers acting with TSFY Ltd ‘s express, prior authorisation – to use or execute any software commands that facilitate the maintenance or repair of any software or hardware used in conjunction with the Services.
• Unauthorised Access.Gaining access to or using (or attempting to gain access or use) any device, system, network, account, or plan in any unauthorised manner (including without limitation through password mining).
• Trunking. Engaging in or to allowing trunking or forwarding of Your TSFY Ltd telephone or facsimile number to (an)other number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
• Traffic Pumping.Engaging on or allowing traffic pumping or access stimulation of calls through Your Services or the TSFY Ltd systems.
• Using any TSFY Ltd Mark without consent.Displaying or using any TSFY Ltd Mark in any manner in violation of the applicable TSFY Ltd Party’s then-current policies on its trade mark and logo usage or without the applicable TSFY Ltd Party’s express, prior written permission, to be granted or denied in that TSFY Ltd Party’s sole discretion.
• Using any Third Party Mark without consent.Displaying or using any Third Party Mark without the prior, written consent of the third party that owns the Third Party Mark is in violation of the Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 2002/58/EC as amended or superseded including all applicable national implementation of these regulations.
• Sensitive Data.Using the Services to store, transmit, receive, process, create, or maintain sensitive personal information.

6.2 Legal Customer Compliance

You represent and warrant that all use and usage of Your Account(s) and the Services will at all times comply with all applicable Laws, including without limitation the Privacy Regulations and all Laws relating to unsolicited communication provisions or lists, including faxing; telemarketing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end-user, end-use, and destination restrictions imposed by the United States, United Kingdom, the European Union, or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities.

6.3 Unsolicited Advertisements and Legal Compliance

Certain communications practices – including, without limitation, the placing of unsolicited calls; the sending of unsolicited facsimile, internet facsimile, SMS, and/or other messages; and the use of certain automated telephone equipment to place certain calls – are regulated by the Privacy Regulations and other laws. You agree, covenant, and warrant that:

• You are the creator of the content of and are solely responsible for determining the destination(s) and the recipient(s) of all outbound User Communications;
• All content, communications, files, information, data, and other content provided for transmission through Your Account or the Services will be provided solely for lawful purposes, and in no event shall any User Communication or any content thereof be in violation of the Privacy Regulations or any other law; and
• No unsolicited advertisements, solicitations, marketing or promotional materials, commercial messages or content will be transmitted or distributed in the form of facsimiles or internet facsimiles through the Services.

At TSFY Ltd’s sole option and without further notice, TSFY Ltd may use technologies and procedures, including, without limitation, filters that may block or terminate such unsolicited advertisements without delivering them.

You agree to indemnify and hold harmless TSFY Ltd, and any third-party provider(s) from any and all third-party claims, losses, damages, fines, or penalties arising: (i) out of Your violation or alleged violation of Privacy Regulations and other Laws; or (ii) otherwise related to any voicemail, text, and/or fax spam, solicitations, or commercial messages that You may send and/or receive using the Services.

6.4 Export Restrictions

You acknowledge and agree that the software and/or hardware used in conjunction with the Services may be subject to Laws governing the export, re-export, and/or transfer of software by physical or electronic means. You agree, represent, covenant, and warrant that: (i) neither You nor any End User (nor any entity or person that controls You or any End User): (a) is located in an Embargoed Area or listed on any Export Control List; or (b) will export or re-export any TSFY Ltd software or hardware into any Embargoed Area or to any person, entity, or organisation on any Export Control List, or to any person, entity, or organisation subject to economic sanctions due to ownership or control by any such person, entity, or organisation, without prior authorisation by licence, licence exception, or licence exemption; and (ii) the Services and TSFY Ltd software and/or hardware will not be used or accessed from any Embargoed Area.

6.5 Recording Conversations or Calls

Certain features of the Services may allow You or Users to record calls or other communications. You are required to obtain consent from all parties to record a telephone call. Your use of this call recording feature is governed by Law. By using the TSFY Ltd call recording feature, You are required and agree to maintain compliance with all Laws. You understand and agree that You are solely liable for compliance with such laws, and under no circumstances shall TSFY Ltd be responsible or held liable for such compliance. You understand that a breach of such Laws may result in criminal and civil sanctions against You. You agree to inform all Users of Your Account that their calls may be recorded and that they are obligated to comply with all Laws relating to their use of the call recording feature. TSFY Ltd expressly disclaims all liability with respect to Your recording of telephone conversations.

 

7. CUSTOMER SECURITY POLICY

7.1 Password Information Security

You agree that all Password Information that You or any End User controls shall, to the extent possible, consist of at least eight (8) characters and shall include at least one letter, one number, and one special character and exclude any generic or obvious content. You further agree to ensure that all such Password Information is: (i) immediately customised if it is default or set by another party; (ii) changed on at least a quarterly basis and not reused; (iii) immediately changed in the event that You learn of, or suspect, that any Account Security Incident has occurred; (iv) not transmitted or stored in any unsecured manner (including, without limitation, through any auto-storage, caching, ’remember’, or auto-fill feature); (v) not shared with or made available to any party who does not possess the full right and authority to perform all acts that the Password Information allows to be performed; and (vi) protected from theft or unauthorised access, use, or disclosure with at least a reasonable degree of care and diligence.

7.2 End-Point Security

You agree to protect all End-Points using, at minimum, industry-standard security measures, including, without limitation: (i) effective passwords or other credentials; (ii) network segmentation and access restrictions utilising an accurate and up-to-date access control list; (iii) session time-out and/or locking screen saver features; and (iv) use of an effective and up-to-date firewall for all networks to or through which any End-Point might connect. YOU ACKNOWLEDGE AND AGREE THAT THESE REQUIREMENTS APPLY TO IP DESK PHONES, WHICH UTILISE THE SAME CONNECTIVITY – AND ARE SUBJECT TO THE SAME SECURITY RISKS – AS COMPUTERS.

7.3 Update of Security Features

You acknowledge that some security features specific to particular Services may require activation or installation of software or firmware updates or software may be de-activated or uninstalled. You agree to ensure the activation and use of all necessary or appropriate features to protect the Accounts, Users, or Your organisation’s assets and operations and promptly install all updates to Services, including related software and hardware. Without limiting the foregoing, You acknowledge and agree that TSFY Ltd may, from time to time, push software and/or firmware updates and patches directly to your device(s) for installation, and you agree not to take any action or fail to take any action which would prevent TSFY Ltd from doing so.

7.4 Account and End User Management

You agree to maintain sole and exclusive control over Your Account at all times and to ensure that all Account rights, permissions, and settings, and all Use and Usage, are effectively managed as necessary to prevent any unauthorised access to, use or Usage of, or transaction or activity through or relating to Your Plan, including, without limitation, by implementing the following measures and practices:

• Disable international calling for all lines or extensions for which such calls are not needed or not authorised;
• Restrict international calling destinations to those that are needed and authorised;
• Block inbound calls from any caller IDs and area codes from which You do not wish for Users to receive calls and block inbound calls with no caller ID if appropriate;
• Disable attachment of facsimile images, voicemail audio files, and SMS text messages to message notification emails associated with Your Account and/or individual lines or numbers for which such functionality is not required and to the extent that such files may include sensitive or confidential content;
• Regularly monitor, review, and scrutinise End User calling and other Account activity in compliance with applicable telecommunications and privacy Laws (including the Privacy Regulations);
• Promptly notify TSFY Ltd of Account Security Incidents and provide all reasonable information and cooperation requested by TSFY Ltd in responding to any Account Security Incident; and Implement and train all End Users as to general security controls and practices, as necessary to ensure Your compliance with the Agreement (and, in particular, Section 7).

 

8. SERVICE REQUIREMENTS AND LIMITATIONS

8.1 IP Network Sufficiency

You acknowledge and agree that: (i) the Services require a properly-configured, high-performance, enterprise-grade broadband IP network and connection; (ii) use of the Services with any lesser network, services, or connection may result in partial or complete unavailability, interruption, or underperformance of the Services or other services utilising the same network, services, or connection; and (iii) 3G, LTE, or 4G networks are not recommended for use with the Services. Accordingly, you agree to provide and maintain, at Your cost, an IP network, services, and connection meeting the foregoing standards and all equipment necessary for the Services to connect to and use the such network, services, and connection. TSFY Ltd is not liable for any unavailability, interruption, or underperformance of the Services related to your IP network or connection.

IMPORTANT INFORMATION. If Your IP network or connection fails, Your voice service will also fail. Your service may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of TSFY Ltd control.

8.2 Caller ID Display Limitations and Compliance

You acknowledge and agree that the disclosure and/or display of information related to the origination of calls, messages, and other communications (including without limitation ‘Caller ID’ information) may be subject to legal requirements, including, without limitation, those related to the accurate display of such information or the enforcement of certain privacy instructions, settings, etc. You agree to comply with all such applicable Laws. TSFY Ltd has no obligation to disclose, display, or transmit any such information for or in connection with any User Communication. You agree to indemnify and hold harmless TSFY Ltd from any and all third-party claims, losses, damages, fines, or penalties arising from Your breach of this Section.

8.3 Voice-to-Text and Text-to-Voice

You acknowledge and agree that: (i) any and all Voice/Text Features are provided merely as a convenience and may not accurately transcribe voice content, articulate text messages, or perform such functionality for all voice content or text messages or for the entirety of voice content or text messages; (ii) neither You nor any End User may rely on any Voice/Text Feature to perform such accurate transcription or articulation; and (iii) You and all End Users shall be responsible for reviewing and/or listening to the original content of any User Communication or other media as necessary or appropriate to prevent You, any End User, or any other party from incurring any cost, expense, liability, loss, damage, or harm.

8.4 Use of Third-Party Devices

TSFY Ltd does not guarantee or make any representation or warranty that any third-party IP telephone or other devices will work, or be compatible, with the Services or support the Services’ full performance or quality of service potential or range of features and functionalities.

8.5 Use of NUACOM Mobile Application

The NUACOM Mobile Application can be configured to make or receive calls on Your 3G, LTE, 4G or 5G network using Your data service, and may result in additional data usage fees from Your mobile service provider. You can disable 3G/LTE/4G/5G calling by configuring the NUACOM Mobile Application to make/receive calls only over a wi-fi connection.

 

9. SERVICE LEVELS

9.1 IP telephone services depend on the quality of the customer’s broadband internet connection, and thus the quality of the voice services cannot be guaranteed in the event of power outages or other unforeseen circumstances beyond the control of TSFY Ltd.

9.2 Where quality of service issues are identified, TSFY Ltd will work with customers and the customer’s ISP to locate the problem and remedy the service issue where possible.

9.2 TSFY Ltd will endeavour to ensure that the service has a high degree of reliability, although no guarantee is made that the service will be available in the event of power outages or other unforeseen events beyond the control of TSFY Ltd. TSFY Ltd does not provide compensation for any loss of service howsoever caused. Under no circumstances will we be liable to you for any consequential or indirect losses, including but not limited to loss of revenue, profits, contracts, anticipated savings or wasted expense, or any financial loss or loss of data or liability to third parties for damage, or any general loss on account of the loss of use of the Services. TSFY Ltd does not guarantee that the service will meet the customer’s requirements or that the operation of the service will be uninterrupted or error-free. To avoid doubt, TSFY Ltd does not provide defined service levels for this service. You should notify us by contacting our customer support team by phone or email if a fault occurs.

9.3 From time to time, it may be necessary for TSFY Ltd to temporarily suspend the service during repairs, essential maintenance or alteration or improvement to TSFY Ltd’s telecommunications network or otherwise. Where possible, TSFY Ltd will give the customer notice prior to such suspension of the service, and TSFY Ltd will restore the service as soon as possible.

9.4 A standard maintenance window of 01:00-05:00 GMT daily applies to our service. This time is allocated for network maintenance and upgrading. There is no service guarantee during this window, and service interruption may occur.

9.5 The service is provided solely for the customer’s own use, and the customer shall not resell the service or any part of the service to any third party.

9.6 Customer accounts are activated once all relevant customer details have been provided. Once accounts are set up, they are ready to be used by the customer. Customers who purchase hardware directly from TSFY Ltd will have it delivered as per current delivery lead times.

9.7 If the Service provided to the Subscriber is of unacceptable quality (the quality of the Service to be determined by TSFY Ltd), either Party shall be entitled to terminate their account, and the Subscriber shall receive a full refund of the Subscription minus charges for calls provided that the Service is cancelled within 30 days of the commencement of the Service.

 

10. EMERGENCY CALLS

10.1 Due to the nature of the VoIP service, it is impossible to determine the caller’s exact location accurately. Callers using TSFY Ltd services for emergency calls will need to inform the operator of their physical location.

10.2 Emergency calls to 112, 911 and 999 will be directed to the emergency services, but no guarantee can be made about the reliability of these calls. Customers should be aware that power outages are likely to render computer equipment and internet connectivity non-functional and therefore preclude the use of the service for emergency calls.

 

11. CONFIDENTIALITY

11.1 VoIP telephone calls are carried in the public domain over the internet, and therefore the security of these calls is not guaranteed in the absence of further security measures as advised by TSFY Ltd.

11.2 TSFY Ltd will endeavour to use appropriate security measures but accepts no liability with respect to call confidentiality.

 

12. DATA PROTECTION

12.1 NUACOM respects Customer’s privacy and will only use the information provided by Customer to NUACOM or collected in the provision of the Services in accordance with: (a) the Privacy Policy, available at https://nuacom.com/privacy-policy/; and (b) NUACOM’s Data Protection Addendum, available at https://nuacom.com/dpa/; each of which are hereby incorporated by reference. NUACOM may update the Privacy Policy and the Data Protection Addendum from time to time and will provide notice of such update to the Customer at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to the Customer.

 

13. CUSTOMER GUARANTEE AND DISPUTE RESOLUTION

13.1 In accordance with ComReg Decision Notice D16/03, TSFY Ltd has established a Customer Guarantee Scheme, which sets out the minimum service quality standards you can expect from TSFY Ltd. It is our aim to resolve all issues and complaints as quickly as possible and to your satisfaction. TSFY Ltd endeavours to respond to any billing, technical and miscellaneous complaints within ten working days of written receipt of a complaint.

13.2 It may not always be possible to resolve every issue and complaint within this timeframe. If this is the case, we will keep you regularly informed and advise you of the time we expect it to take. TSFY Ltd will notify you of the resolution of each complaint and retain records of your complaint for a period of not less than one year. If TSFY Ltd cannot resolve an issue within the timeframe outlined above, you will be entitled to an extension on your call plan. This will be applied on a pro-rata basis and can be obtained by contacting customer services on the resolution of your complaint.

13.3 Any customer who has a complaint with TSFY Ltd should bring it to the attention of a TSFY Ltd staff member who will endeavour to resolve the issue in the first instance. If you are unhappy with the result, you may make a written complaint to TSFY Ltd by email to “support@nuacom.com” or by posting to:
“Customer Service Manager, TSFY Ltd., Block B, Maynooth Business Campus, Co. Kildare, Ireland”.

13.4 All issues will be handled by the TSFY Ltd Customer Service Manager, who will review all details with a view to resolving the issue. Issues of a particularly serious nature that the Customer Service Manager cannot resolve may be escalated to the TSFY Ltd Management team for further review.

13.5 With regard to any complaint, you also have the right to seek advice from other bodies, including:

• Commission for Communications Regulation (ComReg), Irish Life Centre, Lwr Abbey Street, Dublin 1.
• Small claims court: refer to your local telephone directory under court services.
• Office of the Director of Consumer Affairs: 4 Harcourt Road, Dublin 2.
• Advertising Standards Authority for Ireland (ASAI): IPC House, Shelbourne Road Dublin 4.
• Regulator of Premium Rate Telecommunication Services (RegTel), Crescent Hall, Upper Mount Street, Dublin 2.

 

14. DISCLAIMER

14.1 We have prepared the content of this website and the system to ensure the fulfilment of your accepted order. We shall not be liable for any losses or claims arising directly or indirectly from the use of this website or purchase by you through this website of any Services.

14.2 Any links on this website to other websites are provided for your interest only, and we have no control over these sites and, therefore, no responsibility or liability for their content or services supplied through them. Any link to such sites does not imply any endorsement of content or service.

14.3 We have the right to cooperate with third parties and provide your personal data to third parties without written permission from your side who used/clicked the third party’s link on the Website.

14.4 We are not responsible for the accuracy of the Website and Services work on your end and the Files on the Website after using our Services.

14.5 We have the right to modify/upgrade or discontinue the Services and the Website at any time (including, without limitation, by limiting or discontinuing certain features of the Services) without notice to you.

 

15. INDEMNITY

The Customer agrees that it shall defend, indemnify, save and hold TSFY Ltd harmless from any and all demands, liabilities, losses, costs and claims, including any legal fees asserted against TSFY Ltd, its agents, its contract partners, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any Services sold by the Customer, its agents, employees or assigns.

You agree to be responsible for using the Website and the Services, and you agree to defend, indemnify, and hold harmless us and our officers (employee, contractors, and other related parties) from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with

• your access to, use of, or alleged use of the Services;
• your violation of this Terms or any representation, warranty, or agreements referenced herein or any applicable law or regulation;
• your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or
• any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations concerning such matter), and in such case, you agree to cooperate with our defence of the such claim.

 

16. COPYRIGHT AND USE OF MATERIAL

16.1 All information, data, text, images, graphics, artwork, and the selection and arrangement of same, as well as links, software, and source code on the website, are subject to the copyright of TSFY Ltd. All rights are reserved. No part of the website may be reproduced in any form or by any means without our prior written consent except for the sole purpose of placing an order or corresponding with us. Our name, logo, and all related services names and logos are our trade names/trademarks and may not be used without our prior written consent.

16.2 If the Website or any other materials contains any interfaces, logos, designs, products, or something else that is not our intellectual property and we do not have licenses for using it, the licensor has the right to request to delete its intellectual property from the Website or other materials according to the procedures defined in the Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC (hereinafter – “EUCD”).

 

17. TERMS

Your service use shall be deemed an acceptance by you of these Terms and Conditions.

 

18. CONTRACT DETAILS

TSFY Ltd’s primary contact method is by email. All customers must provide TSFY Ltd with their most up-to-date contact email addresses as part of the Terms and Conditions.

You warrant that any information provided when placing your order is up-to-date, accurate in all material respects and sufficient for us to fulfil your order; and that you have the legal capacity to enter into a contract. You are responsible for maintaining and promptly updating your account information as necessary to ensure accuracy and completeness. The personal data you provide when subscribing to the service (Registration Details) shall be true, accurate and complete. You agree to inform TSFY Ltd of any changes to your registration details immediately by email to “acccounts@nuacom.com”.

 

19. GENERAL

All communications and notices given shall be to the respective addresses as indicated overleaf unless notification is supplied to the contrary in writing.

 

20. LIMITATION OF LIABILITY

20.1. All conditions, terms, representations, and warranties relating to the Services supplied under these Terms and Conditions, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these Terms and Conditions, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to sub-clause 7.2.

20.2. Nothing in these Terms and Conditions shall exclude our liability for death or personal injury resulting from our negligence.

20.3. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services that are the subject of any such claim.

20.4. In any event, no claim shall be brought unless you have notified us of the claim within one year of its arising.

20.5. In no event shall we be liable to you for any loss of data, business, contracts, profits, anticipated savings, or any other indirect, consequential, or economic loss whatsoever. TSFY Ltd and, as such, acting under any of its trading names will not be responsible for any data loss, howsoever arising. You are responsible for back-up your data on a regular basis.

20.6 We do not have any liability whatsoever for any change to the Website or the Services or any suspension or termination of your access to or use of the Services.

20.7 The Website and the Services are provided to you on an “as is” and “as available” basis, with the express understanding that we have no obligation to monitor, control, or vet the content or data appearing on the Website.

20.8 We make no claims or promises about the Services’ quality, accuracy, or reliability and expressly disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

 

21. NOTICES

21.1. Any notice to be given by either party to the other may be sent by either email or recorded delivery to the address of the other party as appearing in these Terms and Conditions or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved to be deemed to be received on the day it was sent or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

 

22. HEADINGS

22.1. Headings are included in these Terms and Conditions for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.

 

23. ENTIRE DOCUMENT

23.1. These Terms and Conditions, together with any documents expressly referred to in them, contain the entire Terms and Conditions between TSFY Ltd. relating to the subject matter covered and supersede any previous Terms, arrangements, undertakings, or proposals, written or oral, between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions, and you agree that you shall have no remedy in respect of any misrepresentation that has not been made expressly in these Terms and Conditions.

23.2 You have no rights to assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent.

23.3 We have the right to assign these Terms at any time without notice.

23.4 The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Terms or any provision of this Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

23.5 If any part of this Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

23.6 You acknowledge that the Services is not intended to be technology protection measures that will help you to comply with the GDPR.

 

24. LAW

24.1. If any part of these Terms and Conditions shall be found to be unlawful, it shall not affect the validity or the enforceability of the remainder of the conditions.

24.2. These Terms shall be governed by the laws of the Republic of Ireland, and the parties hereby submit to the non-exclusive jurisdiction of the Irish courts to settle any disputes which may arise in connection with these Terms and Conditions.

24.3. In respect of consumer sales only, statutory rights are unaffected by these Terms and Conditions.

 

TSFY Ltd Reg. No.: 471291
Registered Business Address: Block B, Maynooth Business Campus, Co. Kildare, Ireland
Directors: I. Toma, I. Toma