Terms of Service Welcome to PushRoom!

Legal / Terms of Service (TOS)

1. Agreement and Term

In order to enter into the Agreement, the Customer must take the following steps: the Customer must create an account in the PushRoom website and confirm it by clicking in the link received in the e-mail provided. The Customer must identify whether any input errors have been made in the Sign-Up form and correct them before submitting it.

The advertising of the Platform and the Services on the Provider's website constitutes an “invitation to treat”; and the Customer's order for the Platform and the Services constitutes a contractual offer. No contract will come into force between the Provider and the Customer unless and until the Provider accepts the Customer's order in accordance with the procedure detailed in this Clause.

Once in force, the Agreement will continue in force indefinitely, unless terminated in accordance with Clause [14].

2.  The Platform

The Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling the Customer to access the Platform.

Subject to the limitations set out in Clause [3] and the prohibitions set out in this Clause, the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.

The licence granted by the Provider to the Customer under this Clause is subject to the following limitations:

  1. the Platform may only be used by the named users created in the Platform, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;
  2. the Platform may only be used by the employees, agents and sub-contractors of the Customer;

Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause is subject to the following prohibitions:

  1. the Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;
  2. the Customer must not frame or otherwise re-publish or re-distribute the Platform;
  3. the Customer must not alter or adapt or edit the Platform[ save as expressly permitted by the Documentation];

For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.

All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.

The Customer shall ensure that no unauthorised person will or could access the Platform using the Customer's account.

The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.

The Customer must not use the Platform:

  1. in any way that is unlawful, illegal, fraudulent or harmful; or
  2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.  Support Services and Upgrades

During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform.

4.  Customisations

From time to time the Provider and the Customer may agree that the Provider will customise the Platform in accordance with a specification using the Change control procedure set out in Clause [8].

From the date when a Customisation is first made available to the Customer, the Customisation shall form part of the Platform under the Agreement, and accordingly from that date the Customer's rights to use the Customisation shall be governed by Clause [2].

The Customer acknowledges that the Provider may make any Customisation available to its other Customers following the making available of that Customisation to the Customer.

All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider. 

The Customer will be responsible for procuring any third party co-operation reasonably required by the Provider to enable the Provider to fulfil its obligations under this Clause.

5.  Brand Materials

The Customer grants to the Provider a non-exclusive licence to store, copy and otherwise use the Brand Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.

All Intellectual Property Rights in the Brand Materials will remain, as between the parties, the property of the Customer.

The Customer warrants to the Provider that the Brand Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:

  1. breach any laws, statutes, regulations or legally-binding codes;
  2. infringe any person's Intellectual Property Rights or other legal rights; or
  3. give rise to any cause of action against the Provider or the Customer or any third party,

in each case in any jurisdiction and under any applicable law / in Spain and under Spanish law.

Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause [5], the Provider may:

  1. delete or amend the relevant Brand Materials; and/or
  2. suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.

Any breach by the Customer of this Clause [5] will be deemed to be a material breach of the Agreement for the purposes of Clause [14].

6.  Trial period

The first 30 days of the Term shall be a trial period, during which all of the provisions of this Agreement shall apply, save as follows:

  1. the Customer shall have no obligation to pay the Charges in respect of the trial period;
  2. either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period in which case no liability to pay any Charges in respect of Platform access or Support Services will arise);

Before the trial period ends, the Customer will be able to submit its payment by credit or debit card;

7.  Charges

The Provider will issue invoices for the Charges to the Customer every month starting the next month after the Effective Date.

The Customer will pay the Charges to the Provider within 5 days of the date of issue of an invoice issued in accordance with this Clause.

All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.  VAT will be payable by the Customer to the Provider in addition to the principal amounts.

Charges must be paid by credit card or bank transfer (if agreed) using such payment details as are notified by the Provider to the Customer from time to time.

If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may terminate this contract and delete the Brand Materials.

The Provider may vary the Charges on and from the Effective Date by giving to the Customer not less than 60 days' notice by e-mail notification of the variation, providing that no such variation will result in the relevant element of the Charges increasing during the Term by more than a 15% yearly.

The Provider may suspend access to the Platform and the provision of the  Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue by more than 10 days.

8.  Change control

The provisions of this Clause [8] apply to all Changes requested by a party.

The Customer may propose a Change at any time.

The Provider will consider any proposed Change and may accept it or reject it.

9. Warranties

The Customer warrants to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.

The Provider warrants to the Customer:

  1. that it has the legal right and authority to enter into and perform its obligations under the Agreement;
  2. that it will perform its obligations under the Agreement with reasonable care and skill;
  3. that the Platform will perform substantially in accordance with the Documentation (subject to any Upgrades and Customisations);
  4. that the Platform will be hosted in accordance with the requirements set out in the Statement of Services, and will be available to the Customer in accordance with the uptime commitments given in Schedule [1];
  5. the Platform (excluding for the avoidance of doubt the Brand Materials) will not:
    1. breach any laws, statutes, regulations or legally-binding codes;
    2. infringe any person's Intellectual Property Rights or other legal rights; or
    3. give rise to any cause of action against the Provider or the Customer or any third party,
      in each case in any jurisdiction and under any applicable law in Spain and under Spanish law; and
  6. the Platform is and will remain free from viruses and other malicious software programs.

The Customer acknowledges that:

  1. complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
  2. the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement.  To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.

10. Indemnities

Subject to the Provider's compliance with this Clause, the Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid [upon legal advice] in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause [5].

The Provider will:

  1. upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
  2. provide to the Customer all reasonable assistance in relation to the Customer Indemnity Event;
  3. allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Customer Indemnity Event; and
  4. not admit liability in connection with the Customer Indemnity Event or settle the Customer Indemnity Event without the prior written consent of the Customer.

Subject to the Customer's compliance with this Clause [10.4], the Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid [upon legal advice] in settlement of any disputes) suffered or incurred by the Customer and arising as a result of any breach by the Provider of Clause [9.2(e)].

The Customer will:

  1. upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
  2. provide to the Provider all reasonable assistance in relation to the Provider Indemnity Event;
  3. allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Provider Indemnity Event; and
  4. not admit liability in connection with the Provider Indemnity Event or settle the Provider Indemnity Event without the prior written consent of the Provider.

11. Limitations and exclusions of liability

Neither party will be liable in respect of any loss of: a) profits, income, revenue, use, production, anticipated savings; b) business, contracts or commercial opportunities; c)  damage to goodwill or reputation; d) in respect of any special, indirect or consequential loss or damage; e) any losses arising out of a Force Majeure Event.

The Customer's liability in relation to any event or series of related events will not exceed the greater of the total amount paid and payable by the Customer to the Provider under the Agreement during the 1 month period immediately preceding the event or events giving rise to the claim. The Customer's aggregate liability under the Agreement will not exceed the greater of the total amount paid and payable by the Customer to the Provider under the Agreement.

12. Data protection

The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

The Provider warrants that:

  1. it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and
  2. it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.

13. Confidentiality and publicity

The Provider will:

  1. keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause [14];
  2. protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care;

Confidential Information of a party may be disclosed by the other party to that other party's officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.

The obligations set out in this Clause [14] shall not apply to:

  1. Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
  2. Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;
  3. Customer Confidential Information that is received by the Provider, and Provider Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information; or
  4. Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body[, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement].

14. Termination

The Customer may terminate the Agreement at any time. The cancellation of the contract may be carried out at any time by accessing the section “My account”, although PushRoom will not refund any amount nor grant any credit for contracts that are cancelled before reaching their end date.

Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

  1. commits any material breach of any term of the Agreement,
  2. persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).

Either party may terminate the Agreement immediately by giving written notice to the other party if:

  1. the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. is or becomes unable to pay its debts as they fall due;
    4. is or becomes insolvent or is declared insolvent; or
    5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding; or
  4. (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 90 days' written notice of termination to the Customer.

The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.

15. Effects of termination

Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [3, 7, 10, 11, 13, 16 and 18].

Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.

Subject to this Clause, within 30 days following the termination of the Agreement, the Provider will:

  1. irrevocably delete from the Platform all Customer Confidential Information; and
  2. irrevocably delete from its other computer systems all Customer Confidential Information, and return to the Customer or dispose of as the Customer may instruct all documents and materials containing Customer Confidential Information.

A party may retain any document (including any electronic document) containing the Confidential Information of the other party after the termination of the Agreement if:

  1. that party is obliged to retain such document by any law or regulation or other rule enforceable against that party; or
  2. the document in question is a [letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the party retaining the document].

16. Notices

Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by email for the attention of the relevant person.

  1. The Provider: support@pushroom.com
  2. The Customer: The email of the Administrator of the Account

A notice will be deemed to have been received at the time of the transmission (providing the sending party retains written evidence of the transmission).

17. Force Majeure Event

Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.

A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:

  1. forthwith notify the other; and
  2. will inform the other of the period for which it is estimated that such failure or delay will continue.

The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

18. General

No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect.  If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

Each party hereby agrees that the other party may freely assign any or all of its contractual rights under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time.

The Agreement will be governed by and construed in accordance with the laws of Spain; and the courts of Spain will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

If you have any questions or complaints about our services, please contact us by email to support@pushroom.com.

Appendix A. Definitions

A.1 In the Agreement:

  1. Agreement” means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Schedules) and the Statement of Services, and any amendments to the Agreement from time to time;
  2. Change” means any change to the terms of the Agreement;
  3. Charges” means the amounts payable by the Customer to the Provider under or in relation to the Agreement;
  4. Confidential Information” means the Customer Confidential Information and the Provider Confidential Information;
  5. Customer” means the customer that opens an account at PushRoom;
  6. Customer Confidential Information” means
  7. any information disclosed (whether disclosed electronically, in writing, orally or otherwise) by the Customer to the Provider [during the Term] that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
  8. the financial terms and conditions of the Agreement;
  9. the Brand Materials; and
  10. the customers database of the brand;
  11. "Brand Materials" all works and materials uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer's account;
  12. "Customisations" means customisations to the Platform that the Provider and Customer agree the Provider will produce on behalf of the Customer;
  13. Defect” means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors;
  14. "Documentation" means the documentation produced by the Provider and made available on the Platform or Website to the Customer specifying how the Platform should be used;
  15. Effective Date” means the date that the Agreement comes into force as specified in Clause [2] / the date of execution of the Agreement;
  16. Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
  17. Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
  18. "Permitted Purpose" means publishing Brand Materials in the Platform and sending mailings to the Brand’s customers database;
  19. Personal Data” has the meaning given to it in the Data Protection Act 1998;
  20. Platform” means the software platform known as PushRoom that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement;
  21. Provider” means Saants DI, S.L. a company incorporated in Spain (registration number B62814108) having its registered office at c/Sta Teresa 8, bajos, Barcelona 08012, Spain;
  22. “Representatives” means the Customer Representatives and the Provider Representatives;
  23. Services” means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services;
  24. "Support Services" means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Schedule [1];
  25. Term” means the term of the Agreement; and
  26. Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.

A.2. In the Agreement, a reference to a statute or statutory provision includes a reference to:

  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.

A.3. The Clause headings do not affect the interpretation of the Agreement.

A.4. The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.

Imprint

Saants DI, S.L. a company incorporated in Spain (registration number B62814108) having its registered office at c/Sta Teresa 8, bajos, Barcelona 08012, Spain, is the owner of this service and brand. Phone number: +34 97 230 1717