Terms & Conditions

1. TERMS & CONDITIONS
   1. By accessing and using the Platform, you (the “Customer”) agree to be bound by these terms and conditions and its appendices (“this Agreement”).
2. SUBSCRIPTION
   1. Subject to the terms of this Agreement, Push hereby grants to the Customer a non-exclusive, non-transferable right to permit the Users to access the Platform during the Subscription Term solely for the purposes of monitoring and managing Customer’s online advertising.
3. The Customer undertakes that it shall, and will procure that the Users will, keep secure and confidential its login credentials for access to the Platform and shall not share such credentials with any third party.
4. The Customer shall not (i) access, store, distribute or transmit any software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of the  Platform (including without limitation worms, trojan horses, viruses and other similar things or devices), or (ii) use in connection with the Platform any material during the course of its access to the Platform that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or offensive (including without limitation racially or ethnically offensive); (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Push reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to either or both any material that breaches this clause, or to the Platform. The Customer hereby indemnifies and holds harmless, and undertakes to keep Push indemnified and held harmless against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach or alleged breach by the Customer of this Clause 2.
5. The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by the parties and/or except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or (ii) attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or (b) access all or any part of the Platform in order to build a product or service which competes with the Platform or the Services.
6. The Customer shall prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Push.
7. SERVICES
   1. Push shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
8. The Customer acknowledges and agrees that the Additional Terms will apply to the products and services referred to therein.
9. CUSTOMER MATERIALS AND DATA
   1. The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, non-infringement, reliability, integrity, accuracy and quality of the Customer Materials.
10. The Customer hereby grants to Push a non-exclusive, non-transferable right to use the Customer Materials and the Accounts to the extent necessary for Push to provide the Services.
11. In the event of any loss or damage to Customer Output Data or Customer Materials, the Customer’s sole and exclusive remedy shall be for Push to use reasonable endeavours to restore the lost or damaged Customer Output Data from the latest back-up of such Customer Output Data maintained by Push (if applicable).
12. DATA PROTECTION
    1. Both parties will comply with all applicable requirements of the Data Protection Laws and reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Laws.

Push shall act as controller of the personal data provided by the Customer within the Platform and will process such personal data in accordance with its privacy policy.

13. SUPPLIER’S OBLIGATIONS
    1. Push warrants that: (a) the Services will be performed with reasonable skill and care; (b) it has the full power, authority and capability to enter into this Agreement; and (c) the Services and Platform will in all material respects conform with the Commercial Schedule set out at Appendix A.
14. Push shall have no liability under this Agreement to the extent any such liability is caused by use of the Platform contrary to Push’s instructions, or modification or alteration of the Platform by any party other than Push or Push’s duly authorised contractors or agents.
15. Push does not warrant that the Customer’s use of the Platform will be uninterrupted or error-free or that the Platform, the information obtained by the Customer through the Platform or the Services, will meet the Customer’s requirements.
16. Push may from time to time create Accounts on the Customer’s behalf as necessary to provide the Services. The Accounts and compliance with any terms and conditions specified by the third party service provider to which the Account relates (“Account T&Cs”), shall remain the Customer’s sole responsibility. Push shall have no liability to the Customer for any such Accounts and the Customer shall indemnify and hold harmless Push, its officers, directors and employees against any claim relating to the Account or the Account T&Cs, save to the extent the claim arises directly due to Push’s negligence. Subject to receipt by Push of all outstanding Charges and any other fees which may be due to it or any third party in relation to the Accounts, Push shall upon request provide Customer with access to the Accounts and provide the Customer with any administrative access and login details required to operate the Accounts.
17. CUSTOMER’S OBLIGATIONS
    1. The Customer shall:
       1. provide Push with: (i) all reasonable co-operation in relation to this Agreement; and (ii) all reasonable access to such information, passwords, login details and Accounts as may be required by Push, in order to create and operate the Accounts and provide the Services, including but not limited to Customer Materials, security access information and configuration services;
    2. add Push MCC, Facebook Business Manager and/or AdInvestor MCC as a client manager to any agreed Accounts;
    3. comply with all applicable laws, regulations and codes of practice with respect to its activities in relation to the Platform and under this Agreement;
    4. ensure that the Users use the Platform in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement;
    5. obtain and maintain all necessary licences, consents, and permissions necessary for it to provide and/or make available the Customer Materials under this Agreement;
    6. ensure that its network and systems comply with the relevant specifications provided by Push from time to time; and
    7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Push’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
    8. Push shall be relieved of its obligations under this Agreement and not be liable in any way for any delays, losses or damages caused by the Customer’s failure to perform its obligations under the Agreement including (without limitation) any failure of the Customer to fulfil its obligations in this clause 7. In the event of any breach by the Customer of any such obligations, Push reserves the right to suspend the provisions of Services until such failures have been remedied to Push’s reasonable satisfaction. Any suspension will not relieve the Customer from any obligation to pay the Charges or any costs or losses incurred by Push, and Push will not be responsible for any costs or losses suffered or incurred by the Customer during such time.
    9. CHARGES AND PAYMENT
       1. Unless otherwise agreed between the parties, Push shall invoice the Customer for the Charges monthly in advance.
    10. Unless otherwise agreed in writing between the parties, the applicable Charges will be billed automatically via Push’s nominated third party subscription provider, using the Customer’s provided bank account details. The Customer shall pay the Charges specified in each Push invoice within 7 days after the date of such invoice, whether directly to Push or via our nominated third party subscription provider. Time of payment is critical and Push shall, without prejudice to its other rights and remedies, have the right to terminate or suspend (at its sole discretion) this Agreement with immediate effect on written notice to the Customer if the Customer does not pay the Charges when due.
    11. If Push has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Push: (a) Push may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Platform and Push shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
    12. All amounts and fees stated or referred to in this Agreement are exclusive of all taxes, including without limitation any value added tax and/or withholding taxes. Value added tax shall be added to Push’s invoice(s) at the appropriate rate.
    13. The Customer shall make all payments under this Agreement free and clear of any deduction or withholding of any kind, save only as may be required by law. If any such withholding or deduction is required, the Customer shall, at the same time as making the payment to which the withholding or deduction relates, pay to Push such additional amount as will, after the deduction or withholding has been made, leave Push with the same total amount that it would have received if no such withholding or deduction had been required.
    14. Push shall be entitled to increase the Charges applicable to any given Subscription Level on providing the Customer with not less than thirty (30) days’ notice. The Customer may upgrade or downgrade between Subscription Levels at any time. The Customer understands that downgrading may cause loss of features or capacity of the Services. If the Customer upgrades or downgrades Subscription Level, the new Charges shall become immediately applicable. Upon upgrade, any increase in the new Charges will be payable on a pro-rated basis for the remainder of the current month, and in respect of subsequent months will be charged in full according to the new Charges. No refunds will be provided for any reduction in new Charges resulting from downgrades.
    15. PROPRIETARY RIGHTS
        1. The Customer acknowledges and agrees that Push and/or its licensors own all intellectual property rights in the Platform and the Customer Output Data (excluding the Customer Materials) together with any/all adaptations, add-ons, modifications, updates, and/or enhancements to the Platform.
    16. Push hereby grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence during the term of this Agreement to use, copy and modify the Customer Output Data for use in its business.
    17. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Customer Output Data.
    18. Push retains ownership of all right, title, and interest in and to all comments, suggestions, or other feedback provided by the Customer relating to the Services and the Platform (collectively, “Feedback”). Customer has no liability arising or resulting from or in connection with Push’s use of the Feedback.
    19. CONFIDENTIALITY
        1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    20. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
    21. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
    22. This clause shall survive expiry or termination of this Agreement for any reason.
    23. INDEMNITY
        1. The Customer shall indemnify and hold harmless Push, its officers, directors and employees against any claim that the Customer Materials infringe any intellectual property rights (including without limitation any patent, copyright, trademark, database right or right of confidentiality).
    24. Push shall indemnify and hold harmless the Customer, its officers, directors and employees against any claim that the Platform infringes any copyright, provided that: (a) Push is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Push in the defence and settlement of such claim; and (c) Push is given sole authority to defend or settle the claim. The Customer shall use all reasonable endeavours to mitigate any losses it may suffer in relation to any such claim.
    25. In the defence or settlement of any claim under this clause, Push may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, without prejudice to clause 11.2, terminate this Agreement on notice to the Customer without any additional liability to the Customer.
    26. In no event shall Push, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Platform by anyone other than Push; or (b) the Customer’s use of the Platform in a manner contrary to the instructions given to the Customer by Push.
    27. This clause 11 states (subject to clause 12.3) the Customer’s sole and exclusive rights and remedies, and Push’s (including Push’s employees’, agents’ and sub-contractors’) entire obligations and liability for infringement of any intellectual property rights.
    28. LIMITATION OF LIABILITY
        1. Nothing in this Agreement excludes or limits (a) the Customer’s obligation to pay the Charges; or (b) the liability of either party: (i) for death or personal injury caused by negligence; (ii) for fraud or fraudulent misrepresentation, or (iii) for any other liability which cannot be limited or excluded under applicable law.
    29. Subject to clause 12.1, neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for: (a) any loss of profits or revenue, (b) loss of business, (c) depletion of goodwill, (d) loss or corruption of data or information, or (e) any special, indirect or consequential loss, in each case however arising under or in connection with this Agreement.
    30. Subject to clauses 12.1 and 12.2, Push’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with this Agreement shall be limited to the lower of (a) £5,000 and (b) total Charges paid during the three (3) months immediately preceding the date on which the claim arose.
    31. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
    32. TERM AND TERMINATION
        1. This Agreement shall commence on the Subscription Date and, unless terminated early in accordance with the terms of this Agreement, shall continue on a rolling monthly basis.
    33. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of this Agreement which breach is irremediable or (if such breach is remediable) such party fails to remedy that breach within 30 days after being notified in writing to do so; or (b) the other party (i) is unable to pay its debts as defined in section 123 Insolvency Act 1986, (ii) has steps taken for a receiver, administrator or manager to be appointed over the whole or a material part of its business or assets; (iii) is subject to an order being made, a resolution passed or other steps being taken for its winding-up (except for the purposes of a bona fide solvent reorganisation), bankruptcy or dissolution; (iv) proposes or enters into any composition or arrangement with its creditors generally or any class of them; or (v) ceases to carry on business or claim the benefit of any statutory moratorium; or if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) – (v) of this clause.
    34. Each party shall have the right to terminate this Agreement at any time without cause by giving the other party not less than thirty (30) days’ written notice.
    35. On termination of this Agreement for any reason: (a) all licences granted to the Customer under this Agreement shall immediately terminate and the Customer must cease using the Platform; (b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; (c) the Customer shall immediately pay to Push all outstanding Charges; and (e) Push may destroy or otherwise dispose of any of the Customer Materials in its possession unless Push receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of such Customer Materials.
    36. FORCE MAJEURE

Neither party shall have any liability to the other under this Agreement if it is prevented from or delayed in performing its obligations, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, pandemic (or governmental restrictions relating to a pandemic), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, restriction, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

53. GENERAL
    1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
54. Push may subcontract any of its rights or obligations under this Agreement without the Customer’s prior written consent.
55. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
56. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
57. Unless otherwise agreed, this Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
58. The Customer shall not assign any of its rights under this Agreement without the prior written consent of Push, such consent not to be unreasonably withheld or delayed.
59. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
60. Unless otherwise permitted by Push, any notice given under the Agreement must be in writing and must be sent by email for the attention of the relevant person. A notice will be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
61. This Agreement and any dispute or claim arising out of or in connection (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims).
62. The rights and remedies provided under this Agreement are in addition to, and not exclusive of any rights or remedies provided by law.
63. INTERPRETATION

When used in this Agreement, the following terms shall have the following meanings:

“Accounts”: third party platform advertising payment accounts (e.g. Google, Bing, Facebook).

“Additional Terms” means the additional terms applicable to certain products as set out in Appendix B.

“Business Day”: a day, other than a Saturday, Sunday or public holiday in England.

“Business Hours”: the hours of 9am to 5pm on a Business Day.

“Charges”: the fees set out in our website in relation to the Customer’s Subscription Level.

“Commercial Schedule” means the Platform commercial schedule attached at Appendix A.

“Confidential Information”: information that is proprietary or confidential and is either clearly labelled as such or would by its nature reasonably be considered to be confidential.

“Customer Output Data”: the data or information resulting from the Customer’s use of the Platform.

“Customer Materials”: means any data, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by or on behalf of the Customer to Push in connection with the Services, including all data, content and materials uploaded by or on behalf of the Customer to the Platform.

“Data Protection Legislation”: the EU General Data Protection Regulation (2016/679) and the UK Data Protection Act 2018, and any amending or replacement legislation from time to time.

“Platform”: Push’s proprietary AdInvestor platform.

“Push” means Push Group Limited (“Push”).

“Services”: means the provision of: (i) access to the Platform; and (ii) Support.

“Subscription Date”: the date on which the Customer begin accessing and using the Platform.

“Subscription Level”: means the subscription level applicable to the Customer’s access to the Platform based on the Customer’s actual usage and budget spend as set out on our website.

“Subscription Term”: the period beginning on the Subscription Date and ending on termination of this Agreement for any reason.

“Support” means Push’s standard support provided in relation to the Platform.

“User”: an employee or contractors of the Customer who is authorised by the Customer to have access to the Platform, as further described in these terms and conditions.

Appendix A: Commercial Schedule

Google, Microsoft & Facebook 

1. • Services provided as per package customer subscribes to from plans available on Supported Service adinvestor.co or an agreed custom plan Tech Only adinvestor.co/tech/
   • Data from relevant Ads platform are stored in big query for data analysis. Big query data costs are included in the license fee.
   • Reporting is accessed directly via adinvestor.co which communicates performance of all platform activity. The dashboard can be accessed at any time; it contains data which is updated daily, containing results up to the end of the previous day’s trading or latest data available from media partners.
   • AdInvestor functionality:

68. Controls budget pacing to ensure budget is utilised as best as possible
69. Insights into predicted conversions and spend
70. Competitor analysis
71. Health checks to ensure best practices are in check
72. Vouchers to use as additional free spend if applicable
73. Click Fraud (available upon request) to stop competitors, bots and people excessively clicking on ads
74. Using machine learning to identify keywords and placements bringing waste to campaigns

Appendix B: Additional Terms

Google, Microsoft and Other platform spend vouchers

We offer spend vouchers shared with us (adinvestor/Push) via our partnerships with Google, Microsoft and other advertising platforms) vouchers are dependent on availability.

75. Google vouchers:

1. • Offer available to customers with a billing address in the United Kingdom only. One promotional code per advertiser.
   • Vouchers are accessible to new Google accounts only
   • In order to participate in this offer, the code must be applied within 14 days of your first ad impression being served from your Google Ads account, the AdInvestor team will ensure this happens.
   • To earn the credit: Start advertising! The advertising costs you accrue in this account in the 30 days following your entry of the promotional code, excluding any taxes, will be matched with an advertising credit in the same amount, maximum values depend on the voucher amount at the time.
   • Credits apply to future advertising costs only. Credits cannot be applied to costs accrued before the code was entered.
   • You won’t receive a notification once your credit is used up and any additional advertising costs will be charged to your form of payment. If you don’t want to continue advertising, you can pause your campaigns at any time, via the AdInvestor platform.
   • Your account must be successfully billed by Google Ads and remain in good standing in order to qualify for the promotional credit.
   • Full terms and conditions can be found here: Terms and Conditions.

2. Microsoft vouchers:

Vouchers are accessible to new Microsoft accounts only, dependant on availability
Vouchers require you to spend money on your advertising campaigns first, and then Microsoft gives you a credit toward advertising at no additional cost to you.

Requirements for a promotional offer

1. • Before you can redeem your promotional offer, you must have a primary payment method for your account, the adinvestor team will help set this up with you
   • Promotional codes can be redeemed only once. You or someone else cannot reuse a promotional code.
   • Promotional vouchers have start and expiry dates and these change subject to availability.
   • You cannot use a promotional offer to pay for an existing balance.
   • After a promotional offer has expired or the promotional amount runs out, your ads will continue to run, and we’ll charge your primary payment method (postpay account) or deduct funds (prepay account). If you have a prepay account and no funds are available, Microsoft will pause the account.
   • Only one promotional offer can be active at any time.
   • A promotional offer may contain other restrictions, please ask the adinvestor team should you have any questions on these vouchers

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Support and Advice Lines

Support line

0203 319 6462

Support email

customer@adinvestor.co

Office Address

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Charter Place, Uxbridge

Middlesex, UB8 1JG

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