AGREEMENT FOR THE PROVISION OF SERVICES BY ELECTRONIC MEANS
This Agreement for the provision of services by electronic means (“Agreement”) is concluded between PushPushGo a limited liability company with its registered office in Kraków (31-406), al. 29 Listopada 155c, entered into the Register of Entrepreneurs of the National Court Register (KRS) kept by District Court for Kraków- Śródmieście in Kraków, 11th Commercial Division of the National Court Register (KRS) under KRS number: 0000688693, NIP: 6751601766, REGON: 367877285, with share capital of 6,600.00 PLN (in words: PLN six thousand six hundred) (“PushPushGo”) and the Client,defined in the signatory matrix below.
PushPushGo is a leading provider of push and web push notification dispatch and automation services. PushPushGo provides services via PushPushGo Platform, which the Client shall access by registering on the Website. This Agreement aims to define general conditions, under which the Client may use the Services provided by PushPushGo by monthly subscription of Services. The Client may select Enterprise Plan, which is a paid subscription model dedicated to large enterprises; the Plan is additionally subject to the provisions of the Purchase Order, which constitutes an integral part of this Agreement. The Client is also given the opportunity to select Lite Plan, to which only this Agreement shall apply. For both Enterprise Plan and Lite Plan, the Data Processing Agreement (”DPA”) constitutes an integral part of this Agreement.
Services provided by PushPushGo upon the Agreement hereby are not dedicated to consumers.
1. General provisions
1.1 Upon the Agreement and terms set forth hereby, PushPushGo provides push and web push notification dispatch and automation services (“Services”) to the Client. The services are provided via the Platform. The Platform shall be understood as the application owned by PushPushGo, which allows the Client to access Services provided for them and take full advantage of their functionality. The Platform is available after logging into the Account.
1.2 The Client is an entrepreneur within the meaning of Article 4 of the Act of 6 March 2018 of Entrepreneurs’ Act.
1.5 Where the Services shall be provided on the basis of Enterprise Plan, the Services shall be provided once PushPushGo confirms the activation of the Account in the Service to the Client, which may occur no earlier than after signing the Purchase Order by the last Party. The DPA concluded by the Parties prior to the commencement of rendering Services constitutes an integral part of the Agreement for Enterprise Plan.
1.6 The scope and functionality of provided Services depend on the Plan selected by the Client: (i) Enterprise or (ii) Lite, and in the case of Lite Plan – also on the option selected by the Client, i.e.: (i) Standard or (ii) Premium. In the case of Enterprise Plan, the scope and functionality of Services is determined in the Purchase Order, whilst in the case of Lite Plan – in the Price List.
2. General terms and conditions of rendering Services. Payments.
2.1 In order to use Services provided by PushPushGo, both within Enterprise Plan and available options of Lite Plan, the Client must have the Account on the Website.
2.2 The Services are provided via Platform. The Client logs into the Platform via logging panel available on the Website.
2.3 Subject to the functionality of Services available within the Lite Plan option selected by the Client or the functionality of Enterprise Plan individually agreed upon with PushPushGo, the Platform enables the Client to, in particular: (i) run campaigns to Subscribers of the Client’s website via push notifications (“Campaigns”), (ii) access information on Subscribers the Campaign is directed at, (iii) manage the Account, including Client’s data update, (iv) select a proper subscription plan and change it.
2.4 Subject to the provisions of the Agreement regarding a Trial Period, the Services are provided by PushPushGo for a fee, based on a monthly subscription. The amount of remuneration payable to PushPushGo for the Services rendered to the Client depends on the Plan selected by the Client, which in Lite version may be Standard Plan or Premium Plan. The amount of remuneration for Services rendered based on a monthly subscription of a selected Lite Plan shall be paid to PushPushGo in accordance with the price list available at https://pushpushgo.com/pl/pages/cennik/lite (“Price List”). The Price List constitutes and integral part of this Agreement.
2.5 The amount of remuneration payable to PushPushGo for the Services rendered in the case of Enterprise Plan shall be determined separately by the Parties in accordance with the Purchase Order, constituting an integral part of the Agreement. In the case of Enterprise Plan, the Purchase Order shall apply to all matters not settled by this Agreement. In the event of discrepancies between the provisions of this Agreement and the Purchase Order, the provisions of the Purchase Order shall apply.
2.6 Depending on the Client’s preference, the remuneration payable PushPushGo may be determined and payable in Polish zloty (PLN), Euro (EUR) or US dollars (USD).
2.7 Any remuneration payable to PushPushGo for the Services rendered shall be expressed in net value and shall be increased by due Value Added Tax (VAT) at the current rate.
2.8 Providing Services based on Lite Plan, both in Standard and Premium shall be preceded by a trial period, i.e. the period of 30 calendar days calculated from the day when the Client’s Registration has been confirmed to the Client as referred to in paragraph 1.4. of this Agreement (“Trial Period”). After a Trial Period is over, the Client shall have the right to select a type of subscription (i.e., Standard or Premium option, or any other available in PushPushGo offer for Lite Plan), based on which they wish to continue using the Services. The cost and functionality of available options in Lite Plan shall be determined in the Price List.
2.9 PushPushGo reserves the right to introduce additional options for Lite Plan, other than Premium and Standard – currently available offer shall be made available to the Client via the Account, and shall derive from the Price List.
2.10 Using the Services during a Trial Period is free of charge and shall allow the Client to become familiarized with the functionality of Services provided by PushPushGo on a monthly subscription.
2.11 After a Trial Period is completed, the Client may take advantage of the Services solely based on a selected monthly subscription. After a Trail Period the Client shall only have the possibility to log onto the Account to select a proper Lite Plan for further paid subscription.
2.12 The Client may select or change the option of Lite Plan (i.e., Standard or Premium, or any other available in PushPushGo offer) at any moment, i.e., both during a Trial Period and while using a selected Lite Plan (i.e. Standard, Premium or any other available in PushPushGo). Should the Client decide to change the Lite Plan to a different option available in PushPushGo’s offer while using the Services (i.e., change a more expensive option to a cheaper on, or the other way around), the Services shall be provided within a new selected option of Lite Plan after the Services based on Lite Plan are completed. Should the Client select Lite Plan option during a Trial Period, Services based on a Lite Plan selected by the Client shall be provided after a Trial Period is completed.
3. Technical requirements necessary to use PushPushGo Services and prohibited activities
3.2 PushPushGo makes every effort to ensure that the Website and Services can be used on any popular tool (computers and other devices), operating system and browser; however, it does not guarantee the use and efficiency of using the Website, including Services, in whole or in part using all available tools.
3.3 PushPushGo shall bear no liability for any irregularities in the functioning of the Platform and rendered Services, resulting from the Client’s failure to comply with technical requirements specified in paragraph 3.1. above.
3.4 Any costs associated with the implementation of technical solutions necessary to use the Services provided by PushPushGo, defined in paragraph 3.1. above, shall be incurred solely by the Client.
3.5 For the entire term of the Agreement, it is prohibited to use the Website and Services provided by means of the Website (including Platform) in such a way as to allow or permit unauthorised access to PushPushGo IT system, infect the system with malware, post unlawful content or hinder proper functioning of the website and rendered Services.
3.6 For the entire term of the Agreement, the Client shall be obliged to: (i) refrain from supplying illegal or indecent content, including one violating the principles of social conduct, infringing or threatening the rights, including personal rights, of people and third parties, infringing any intellectual property rights, inciting racial, ethnic, religious and cultural hatred, as well as hatred concerning sexual orientation, promoting violence and pornography – in any form, and (ii) refrain from submitting unsolicited commercial communication within the meaning of the provisions of the law of 18 July, 2002 on Providing Services by Electronic Means.
3.7 Any breach by the Client of any provisions in paragraphs 3.5. – 3.6. aforementioned shall be deemed a flagrant breach of the Agreement and shall result in the termination of the Agreement with immediate effect. The provisions of Article 9 paragraph 9.3. shall be applied accordingly.
4. Security measures used by PushPushGo and the availability of Services
4.1 In order to ensure the highest quality of Services, PushPushGo uses the cryptographic protection of electronic transmission and digital content by applying proper logical, organizational and technical measures, in particular in order to prevent third party access to data processed by PushPushGo, including SSL encryption, access passwords, anti-virus programs, and protection against unwanted software.
4.2 PushPushGo informs that despite used safeguards aforementioned in paragraph 4.1., using the Internet and services provided by electronic means may pose a threat of malware entering the Client’s ICT system and device, as well as any other unauthorized access to the Client’s data by third parties. In order to minimalize the threat, Service Provider advises the Client to use anti-virus programs or software protecting identity in the Internet, and their regular updates.
4.3 PushPushGo reserves the right to a maintenance break in the operation of the Website and its functionality (including Services provided) lasting up to 24 hours, of which the Clients shall be notified in advance through an announcement on the Website.
5. The use of Services – Integration. Push notifications. Subscribers’ Identification.
5.1 Subject to the remaining provisions of this Agreement, providing Services by PushPushGo shall be possible once the Client carries out integration with PushPushGo Platform (“Integration”). The Integration involves adding a code generated by PushPushGo (”Integration Code) to the source code of the Client’s website. Without Integration rendering Services shall not be possible. Carrying out the Integration shall be the responsibility of the Client, whereas PushPushGo shall not be liable for the Client’s failure to comply with the requirements.
5.2 The Client may at any time remove the Integration Code from the source code of their website. Removing the Integration Code shall also be possible with the use of the web browser, which the Client uses, by activating “Switch off integration” button. In the event of removing the Integration Code from the Client’s website or deactivating the Integration in a manner aforementioned in the previous sentence, rendering Services shall not be possible. PushPushGo shall not be liable and has no control over the Client’s actions aforementioned in paragraph 5.2. The actions of the Client described in this paragraph shall not exclude PushPushGo from receiving remuneration due under the terms of the Agreement.
5.3 The content of push notifications directed by the Client to their Subscribers, i.e., end users, who consented to receiving push notifications from the Client (“Subscribers”), shall be created by the Client. The Client shall be fully liable for the legality of the content directed at Subscribers.
5.4 A single push notification shall contain: (i) maximum 30 characters (including spaces) – for the title of push notification, and (ii) maximum 40 characters (including spaces) – for the push content itself. The Client may include a graphic file in the content without prejudice to the number of characters permitted in the push notification content.
5.5 In order to identify Subscribers, the Client is obliged to add Identification Code to their website’s source code. “Identification Code” shall be understood as a sequence of characters generated by PushPushGo, which the Client shall add to the source code of their website, enabling the Client to identify Subscribers. The Client is entitled at any time to remove the Identification Code from the website’s source code; however, in this event the identification of Subscribers shall not be possible, which may influence the quality of Services rendered by PushPushGo to the Client. PushPushGo shall not be liable and has no control over the Client’s actions aforementioned in paragraph 5.5. The actions of the Client described in this paragraph shall not exclude PushPushGo from receiving remuneration due under the terms of the Agreement.
5.6 The Client is obliged to comply with recommendations, guidelines, and instructions of PushPushGo, in respect of the Service rendered and the manner of using the Service, which concerns, in particular, procedures of dealing with the Identification Code. In the event of acting against PushPushGo recommendations in the aforementioned scope, the Service shall not be rendered in a proper manner or rendering the Service will not be possible at all. PushPushGo shall not be liable for the Client’s actions or omissions to act in the scope aforementioned in paragraph 5.6., in particular the actions/omissions of the Client in this scope shall not exclude PushPushGo from receiving remuneration due under the terms of the Agreement.
6. Efficiency reports of Campaigns carried out by the Client via PushPushGo
6.1 The Client may monitor the efficiency of Campaigns, carried out within the Services provided on their behalf by PushPushGo. The monitoring of Campaigns’ efficiency is possible based on the reports available on the Platform (“Reports”). The report contains information regarding the activity of Subscribers in the last 24 hours from the moment of sending a particular Campaign by the Client.
6.2 For the duration of the Agreement, the Client shall have access to Reports, including the archived ones as well as the review option. Reports are available in” Campaigns” bookmark.
7. Personal data protection.
7.1 The provision of services under this Agreement shall entail access to and processing by PushPushGo of personal data the controller of which, within the meaning of the provisions of the Regulation of the European Parliament and of the Council (UE) 2016/679* (“GDPR”), is the Client.
7.2 To ensure that the processing complies with applicable GDPR regulations, the Parties shall enter into a separate Data Processing Agreement regarding personal data processing ("DPA"), which shall regulate all matters relating to the protection and processing of the personal data of Customer's subscribers, which PushPushGo will have access to for the proper provision of services.
7.3 In the event of any discrepancies between the Agreement and the DPA, in matters relating to the protection and processing of personal data, the provisions of the DPA shall apply.
7.4 The DPA constitutes an integral part of this Agreement.
* Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC
8. Protection of intellectual property rights.
8.1 Website and Platform – its graphic design and content is the property of PushPushGo.
8.2 Copyright on any content made available by PushPushGo within the Website and Platform, as well as rights to all graphic elements of the Website / Platform belong solely to PushPushGo. Using the Services rendered via Website / Platform does not entail the acquisition of any rights or licenses to the content or elements by the Client. The Client may use the aforementioned content or elements only to the extent permitted by mandatory provisions of law.
8.3 Any reproduction of the website’s elements, Platform, information, texts, pictures, trademarks, logo or any other graphic elements posted on the Website/Platform to be used in full or in part, including linking, in a modified form on other websites, electronic publications or in printed form without prior written consent of PushPushGo is forbidden.
8.4 The use of the Website/Platform and their content, tools or Services is permitted solely under subject of Agreement hereby, solely in connection with the use of PushPushGo Services provided via them and solely for the purposes for which they are intended and in accordance with applicable provisions of law.
9. Term of the Agreement and termination of the Agreement
9.1 Notwithstanding anything else to contrary in the Purchase Order, the Agreement for Enterprise Plan is concluded for an indefinite period and can be terminated by each Party with the 30-day notice period, effective at the end of a calendar month, following the month in which the Agreement has been terminated. In the case of Enterprise Plan, the Client shall give the notice of termination in writing (email, scan of the notice) to the dedicated Account Manager to the email of the Account Manager provided in the welcome email sent by PushPushGo upon conclusion of the Agreement. In the case of Lite Plan (both Standard and Premium version or any other available in PushPushGo offer for Lite Plan), the Agreement shall also be concluded for an indefinite period, whereby the Service is rendered solely for the duration of the subscription paid for by the Client. In the event the Client does not buy a new subscription upon the expiration of the selected subscription for Lite Plan, the Client’s Account on the Website shall be available, whereby the use of Services shall not be possible. The Client can resume the subscription themselves via the Account.
9.2 In the event when Lite Plan Client’s Account (regardless of the selected option, i.e., Standard, Premium or any other available in PushPushGo offer) remains inactive for the period of 12 consecutive months, PushPushGo shall be entitled to close it. In such an event the Agreement shall be terminated upon closing of the Account and permanent removal of its content (including Reports and Subscribers’ database). PushPushGo shall inform the Client of the intent to close the Account via email to the email address listed by the Client on the Website and allow the Client to decide whether to leave the Account or in the case of closing the Account whether to export Subscribers’ database at the Client’s expense (Charge in accordance with the Price List). In the event of receiving no answer within more than 7 business days following the aforementioned message, PushPushGo shall be entitled to close the Account and remove its entire content.
9.3 PushPushGo is entitled to terminate this Agreement with immediate effect, i.e., without the notice period, in any case of the breach of the provisions of this Agreement by the Client flagrantly, in particular in the event of breaching provisions of Article 3 paragraphs 3.5.-3.6. of the Agreement and provisions of Article 8 of the Agreement. In the event aforementioned in the previous sentence of this Article, access to the Account and its entire content shall be blocked, whereas the Client is obliged to instruct PushPushGo regarding Subscribers’ database export or its permanent removal. The Client shall send the instructions to export Subscribers’ database to the email address: firstname.lastname@example.org. Database export may be subject to additional charge. In the event of no instructions provided by the Client in the scope discussed in the previous sentence for the period longer than 3 days, all data collected within the frame of the Subscribers’ database shall be removed without resummoning the Client to issue instructions in this regard.
10. Final provisions
10.1This Agreement and any other documents applicable to the Services provided hereunder shall be governed by and construed in accordance with Polish law.
10.2 Any disputes arising out of or in connection to the implementation of the Agreement, as long as they cannot be resolved amicably, shall be settled by the public court having jurisdiction over PushPushGo headquarters.
10.3 The Client is entitled to lodge a complain in all matters related to the Service provided. The complaint shall be lodged via email to the address: email@example.com. Claims shall be processed immediately, and the information regarding the manner of processing shall be sent via email to the Client’s email address provided during Registration (subject to the possibility of future updates) within 14 days from lodging a complaint. Enterprise Plan Clients have also the option of lodging a complaint directly with their dedicated Account Manager.
10.4 PushPushGo reserves the right to modify the provisions of this Agreement as well as any other documents applicable to the Services provided hereunder, in particular in the case of:
a) extending the scope of the Services provided, introducing new functionalities or options, improving the performance of Services, upgrading technology or improving the organization of the provision of Services on its basis, making services available to other categories of clients (e.g., consumers),
b) amendments to the laws requiring changes to this Agreement and to other documents applicable to Services rendered under it,
c) the issuing of court rulings or other binding decisions of public authorities having an impact on activities of PushPushGo or the provision of Services referred to in this Agreement, in particular with regard to specifying or imposing new Service obligations on PushPushGo,
d) withdrawal of services, elements, functionality,
e) unintended at the time of conclusion of this Agreement expiration or termination of agreements with third parties, which remain necessary for the provision of the Services referred to in this Agreement,
f) increase in the costs of running business by PushPushGo due to the increase in labor costs (minimum wage, average monthly salary in the commercial sector), price increase (including the increase in the level of inflation index on an annual basis, published by GUS or prices of goods or services of PushPushGo contractors, increase in acquisition, operation, upgrade, or maintenance costs,
g) the occurrence of force majeure within the meaning of applicable law, as a result of which it is not possible to provide services by PushPushGo to the current extent or under the existing conditions,
h) the need to modify the Agreement on the part of PushPushGo through stylistic or editorial amendments, as well as to clarify its individual provisions, in a way that does not interfere with the rights and obligations of the Parties, but which is intended to improve the transparency of the document,
i) the need to adapt the provisions of this Agreement to applicable legal requirements.
10.5 PushPushGo shall inform the Client of planned changes in advance, in each case not shorter than 30 days prior to planned changes coming into force. Should the Client not agree to the change, the Agreement shall be terminated as of the day the Subscription Period preceding the entry of the changes into force. In the case of Enterprise Plan Client, the Agreement shall be terminated subject to the period of notice provided for therein.