Sign in

Book a demo
Try live demo


PushOps Online Terms of Service

These Terms of Service (the Terms) govern access to and use of the PushOps platform and related services (the Services) provided by CTO2B, UAB (PushOps, we, us).

By clicking “I agree” (or similar) at checkout, creating an Account, or using the Services, you confirm that you accept these Terms on behalf of a legal entity (the Customer, you) and that you have authority to bind that entity. If you do not have such authority, do not use the Services.

These Terms form a single master agreement between PushOps and the Customer (the Agreement). The Customer may place multiple Orders under this Agreement.

  1. Definitions
    1. Account – the Customer’s organisation account in the Services, including its settings, billing profile, and any workspaces/team spaces created under it.
    2. Account Admin – an Authorised User with administrative permissions to manage the Account, Authorised Users, settings, integrations, and billing.
    3. Authorised User – an individual authorised by the Customer to access and use the Services on the Customer’s behalf.
    4. Billing Cycle – the recurring period for which Subscription Fees are charged (for example monthly or annually), as stated in the Order.
    5. Checkout – the online ordering flow where the Customer selects a Service Plan, provides required details, and accepts these Terms.
    6. Cloud Service Provider – a third-party cloud provider used by the Customer for its infrastructure, if applicable.
    7. Customer Data – data and content submitted to the Services by or on behalf of the Customer, including configuration data and operational data.
    8. Documentation – product documentation, guides, and policies made available by PushOps for the Services.
    9. DPA – the data processing addendum that applies if PushOps processes Personal Data on behalf of the Customer as a processor.
    10. Free Trial – a free-of-charge trial period for a Service Plan offered by PushOps for a limited time, as described in Section 9.
    11. Order – an online order submitted by the Customer at Checkout for a Service Plan, accepted by PushOps when PushOps enables access to the Services in the Customer’s Account, as evidenced by the order confirmation email and PushOps’ Order records.
    12. Personal Data – any information relating to an identified or identifiable natural person.
    13. Plan Description – the description for a Service Plan presented on PushOps’ website and/or within the Services at Checkout for the relevant Order, including included functionality, usage limits, support coverage, and any SLA terms. 
    14. Service Plan – the PushOps service plan selected by the Customer at Checkout, as reflected in the Order.
    15. Software Components – software, agents, connectors, operators, controllers, scripts, command-line tools, SDK elements, configuration templates, or similar items provided by PushOps (directly or via the Services) for installation or deployment in the Customer’s environment to enable or support use of the Services, including any updates, patches, and replacements.
    16. Subscription Fees – the recurring fees for the Service Plan set out in the Order.
    17. Taxes – any VAT, sales tax, withholding tax, duties, levies, or similar governmental charges.
  1. Agreement structure and precedence
    1. Master Agreement with multiple Orders. These Terms form one master Agreement. Each Order is a commercial commitment under the same Agreement.
    2. What is included in the Agreement. The Agreement consists of: (a) these Terms; (b) each Order, including the applicable Service Plan and the Plan Description as displayed at Checkout for that Order; (c) the DPA (if applicable); and (d) any schedules or policies incorporated by reference in the above.
    3. Precedence. If there is a conflict, the following order applies: (a) the applicable Order (including the selected Service Plan and the Plan Description as displayed at Checkout for that Order); (b) these Terms; (c) Documentation and other referenced policies.
  1. Orders, plans, and acceptance
    1. Placing an Order. The Customer places an Order through Checkout by selecting a Service Plan, providing required information, and accepting these Terms.
    2. Acceptance of an Order. PushOps accepts an Order when PushOps enables access to the Services in the Customer’s Account. Until access is enabled, PushOps may reject the Order (for example due to fraud risk, sanctions screening, or technical constraints). The Customer agrees that the order confirmation email and the Plan Description made available in the Account (and retained in PushOps’ Order records) are sufficient to evidence the Order and the terms applicable to the selected Service Plan for that Order.
    3. Plan Description is binding. The Plan Description for the selected Service Plan as displayed at Checkout for an Order (and made available under Clause 3.2) forms part of the Agreement and defines the plan-specific included functionality, usage limits, support coverage, SLA terms, and any plan-specific terms for that Order.
    4. Plan updates. 
      1. PushOps may change Plan Descriptions for future Orders at any time. 
      2. The Plan Description as displayed at Checkout controls for an existing Order. 
      3. PushOps may update or modify the Services provided under an existing Order provided that, taken as a whole, the Services do not materially reduce in functionality, security, or availability for that Order. This does not restrict PushOps from discontinuing or changing beta, preview, experimental, or non-general-availability features.
  1. Account and Authorised Users
    1. Organisation account and billing. Each Account is created for one organisation. Billing is per organisation, not per workspace/team space, unless the Plan Description states otherwise.
    2. Authority and accuracy. The Customer must ensure:
      1. the person creating the Account and placing Orders has authority to bind the organisation; and
      2. information in the Account (including legal name, address, VAT ID, billing contact) is accurate and kept up to date.
    3. Admins and user management.
      1. The Customer must maintain at least one Account Admin. 
      2. Account Admins can add, remove, and manage Authorised Users and permissions. 
      3. The Customer is responsible for all actions taken by Authorised Users, including Account Admins.
    4. Credentials and security.
      1. The Customer must keep credentials secure and confidential. Credentials are personal to the relevant Authorised User and must not be shared. 
      2. The Customer must promptly notify PushOps if credentials are compromised or if there is suspected unauthorised access. 
      3. PushOps may require security steps (for example password reset, MFA enabling, access review) to protect the Services and the Customer.
  1. Use of the Services
    1. Permitted use. The Customer may use the Services only:
      1. for the Customer’s internal business purposes
      2. in accordance with the Documentation
      3. in compliance with applicable law
    2. Restrictions. The Customer must not, and must not permit anyone to:
      1. access or use the Services to build or provide a competing product or service
      2. reverse engineer, decompile, or disassemble the Services except to the extent prohibited from restriction by law
      3. interfere with, disrupt, or compromise the Services, including by introducing malware or attempting to bypass security
      4. attempt unauthorised access to any systems or data
      5. use the Services in a manner that violates applicable law or third-party rights
    3. Monitoring. PushOps may monitor usage of the Services for security, fraud prevention, service performance, and capacity planning.
  1. Customer responsibilities and third-party services
    1. Customer environment. The Customer is responsible for its systems, configurations, integrations, and Customer Data.
    2. Cloud Service Provider. If the Services depend on the Customer’s Cloud Service Provider environment, the Customer is responsible for its Cloud Service Provider account, contracts, costs, and compliance with the Cloud Service Provider’s terms.
    3. Dependencies. PushOps is not responsible for failures or delays caused by the Customer, the Customer’s Cloud Service Provider, third-party integrations, or general internet/telecommunications issues.
    4. Software Components in Customer environment. If the Services include Software Components to be installed or deployed in the Customer’s environment, the Customer is solely responsible for installing, deploying, configuring, operating, securing, maintaining, and backing up the Software Components and the Customer’s environment, ensuring the Customer’s environment meets all technical requirements, and complying with all applicable laws and third-party terms. PushOps has no responsibility or liability for any failure, misconfiguration, unavailability, security incident, or any losses, damages, costs, claims, or liabilities arising from or relating to the Customer’s environment or the operation of the Software Components in that environment, except to the extent such liability cannot be excluded under applicable law.
  1. Fees, billing and taxes
    1. Fees and Billing Cycle. Subscription Fees are payable in advance for each Billing Cycle as stated in the applicable Order. If the Billing Cycle is annual, the annual Subscription Fees are payable in full at the start of the annual term. If the Billing Cycle is monthly, the monthly Subscription Fees are payable in advance at the start of each monthly Billing Cycle.
    2. Payment methods.
      1. Paid subscriptions. If the Customer pays by payment card or another automatic payment method, the Customer authorises PushOps (and its payment processors) to charge the applicable Fees at the start of each Billing Cycle and when Fees otherwise become due (for example upgrades).
      2. Invoicing (if enabled). If PushOps enables invoicing for the Customer, invoices are payable within thirty (30) days from invoice date unless the Order states otherwise. 
    3. Late payments and suspension.
      1. Overdue amounts accrue interest at the European Central Bank main refinancing rate plus seven (7) percentage points, calculated daily from the due date until paid.
      2. If payment is overdue or an automatic charge fails, PushOps may suspend or limit access to the Services until all overdue amounts are paid. Where practicable, PushOps will give notice.
    4. Taxes. Fees exclude Taxes. The Customer is responsible for Taxes and for bank transfer or payment processing charges. If the Customer is legally required to withhold taxes from payments, the Customer will gross-up the payment so PushOps receives the full invoiced amount, unless a valid exemption applies and is documented.
    5. No refunds; discretionary refunds. Except where required by mandatory law or expressly stated in the Agreement or an Order, Fees are non-refundable and not subject to credits for partial periods. PushOps may issue refunds, credits, or fee waivers at its discretion, and any such action does not create an obligation to do so in the future.
    6. Price changes. PushOps may change Subscription Fees and pricing for a Service Plan for a next Renewal Term by giving notice before the Renewal Term begins. The updated price applies only from the start of the Renewal Term.
  1. Term, renewal, cancellation and Free Trial
    1. Term. Each Order has an initial term stated in the Order (the Initial Term).
    2. Auto-renewal. Unless an Order states otherwise, each Order auto-renews for successive renewal terms on the same Billing Cycle as the then-current term, unless cancelled under Clause 8.3.
    3. Cancellation.
      1. Monthly Billing Cycle. If an Order is billed monthly, the Customer may cancel that Order at any time through the Account (by an Account Admin). Cancellation takes effect at the end of the then-current monthly Billing Cycle.
      2. Annual Billing Cycle and other committed terms. If an Order is billed annually (or otherwise includes a committed term), cancellation prevents auto-renewal and takes effect at the end of the then-current term. Except where required by mandatory law or expressly stated in the Agreement or the Order, Subscription Fees paid for the then-current term are non-refundable.
    4. Plan changes. If PushOps offers self-serve plan changes, the Customer may request a plan change through Checkout or the Account.
    5. Upgrades. Upgrades take effect immediately when PushOps enables access to the upgraded Service Plan. The Customer authorises PushOps to charge any additional Fees applicable for the remainder of the then-current term, prorated as shown during Checkout or in the Account flow. An upgrade does not change the then-current term end date.
    6. Downgrades. Downgrades take effect at the start of the next Renewal Term (or at the end of the then-current term if auto-renewal is cancelled). Until then, the then-current Service Plan continues to apply and remains payable.
  1. Free Trial. 
    1. No card required. PushOps may offer a Free Trial for thirty (30) days for a selected Service Plan. PushOps may allow the Customer to start a Free Trial without providing a payment method.
    2. Trial period and conversion. Unless the Customer cancels before the end of the Free Trial (by an Account Admin), the Free Trial will attempt to convert to a paid subscription at the end of the Free Trial (the Conversion Date) only if the Customer has, by the Conversion Date, (a) provided a valid payment method accepted by PushOps or (b) been approved by PushOps for invoicing. If the Customer has not done so by the Conversion Date, PushOps may disable access at the end of the Free Trial and treat the Free Trial as ended without conversion.
    3. Confirmation email. The Service Plan selected for the Free Trial and the applicable Plan Description (including any trial-specific limits) will be provided or referenced in the order confirmation email and will apply during the Free Trial and, if converted, to the paid subscription that follows. 
    4. No SLA, no service credits, no support during Free Trial. Service levels, service credits, availability targets, and support commitments do not apply during a Free Trial. 
    5. Trial expiry and data deletion. If a Free Trial is cancelled or does not convert to a paid subscription, PushOps may disable access at the end of the Free Trial and may permanently delete Customer Data associated with the Free Trial promptly thereafter. The export window in Clause 15.6 applies only to paid Orders unless PushOps expressly states otherwise in writing.
    6. Trial restrictions. PushOps may limit Free Trial eligibility and may suspend or terminate a Free Trial at any time for suspected misuse, fraud risk, sanctions concerns, or breach of the Agreement.
  1. Confidentiality 
    1. Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including Customer Data, security information, and the Agreement.
    2. Obligations. The receiving party will:
      1. 10.2.1.use Confidential Information only to perform the Agreement
      2. 10.2.2.protect it using reasonable care
      3. 10.2.3.disclose it only to personnel and subcontractors who need to know and are bound by confidentiality obligations
    3. Legal disclosure. A party may disclose Confidential Information if required by law or a competent authority, and will provide notice when legally permitted.
  1. Data protection
    1. DPA applies. If PushOps processes Personal Data on behalf of the Customer as a processor, the DPA applies and governs the parties’ data protection obligations.
    2. Customer instructions. The Customer is responsible for ensuring it has the right to provide Customer Data and for determining the purposes and means of processing for Customer Data it submits.
    3. Security. PushOps will maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of the Services, consistent with the applicable Plan Description.
  1. Intellectual property
    1. PushOps IP. PushOps and its licensors retain all rights, title and interest in the Services, Documentation, and related intellectual property.
    2. Customer licence. Subject to payment of Fees and compliance with the Agreement, PushOps grants the Customer a limited, non-exclusive, non-transferable right for Authorised Users to access and use the Services during the applicable Order term.
    3. Customer Data. The Customer retains all rights in Customer Data. The Customer grants PushOps a non-exclusive licence to host, process, transmit and display Customer Data solely to (a) provide, secure and maintain the Services, (b) perform the Agreement, and (c) comply with legal obligations. PushOps may use aggregated and anonymised data derived from use of the Services for analytics, security, and service improvement, provided it does not identify the Customer or any individual.
    4. Feedback. If the Customer provides suggestions or feedback, PushOps may use it without restriction and without obligation, provided it does not include the Customer’s Confidential Information.
    5. Software Components ownership and licence. Software Components are licensed, not sold. PushOps (and its licensors) retain all right, title, and interest in and to the Software Components and all related intellectual property. Subject to payment of applicable Fees (if any) and compliance with the Agreement, PushOps grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of the applicable Order to install, deploy, run, and use the Software Components solely as necessary for the Customer’s authorised use of the Services. The Customer must not (and must not permit anyone to) copy, modify, create derivative works from, reverse engineer, decompile, or disassemble Software Components, or use them other than with the Services, except to the extent prohibited from restriction by applicable law.
  1. Support and maintenance
    1. SLA location. Service levels, availability targets, service credits (if any), and support coverage for paid Orders are set out in Schedule A and the applicable Plan Description for the Service Plan as displayed at Checkout for that Order (and referenced in the order confirmation email).
    2. Sole remedy. For paid Orders, service credits (if any) are the Customer’s sole and exclusive remedy for failure to meet service levels, except to the extent liability cannot be limited under applicable law.
    3. Maintenance. PushOps may perform planned and emergency maintenance. Planned maintenance will be notified where practicable. Emergency maintenance may be performed without prior notice to protect security or service integrity.
  1. Warranties and disclaimers
    1. Mutual authority. Each party represents that it has authority to enter into the Agreement.
    2. Disclaimer. Except as expressly stated in the Agreement, the Services, Documentation, and Software Components are provided “as is” and “as available”. To the maximum extent permitted by law, PushOps disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that any data will be secure, preserved, or accurate. PushOps does not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that defects will be corrected, or that the Services, Documentation, or Software Components will meet the Customer’s requirements.
    3. No reliance; roadmap; beta. The Customer agrees that any Order or Free Trial is not contingent on delivery of any future functionality or features and is not based on any roadmap, forecast, or other statements (oral or written) by or on behalf of PushOps. Any beta, preview, or similar features are provided “as is”, may be changed or withdrawn at any time, and may not be supported.
  1. Suspension and termination
    1. Suspension. PushOps may suspend or limit access to the Services:
      1. 15.1.1.for non-payment;
      2. 15.1.2.to address security threats, suspected misuse, or breach of the Agreement;
      3. 15.1.3.to comply with law or sanctions requirements.
    2. Termination for cause. Either party may terminate the Agreement or any Order by written notice if the other party (a) materially breaches the Agreement and does not cure within thirty (30) days after notice, (b) becomes insolvent, is unable to pay its debts as they fall due, enters liquidation, administration, or similar proceedings, or has a receiver or similar officer appointed over its assets, or (c) is, or becomes, subject to applicable sanctions or export control laws or restrictions, or the terminating party reasonably determines that continuing to provide or use the Services could cause it to breach such laws or restrictions. PushOps may suspend access immediately while it completes compliance checks.
    3. PushOps termination for convenience. PushOps may terminate a specific Order for convenience on ninety (90) days’ written notice. If PushOps terminates for convenience, PushOps will refund prepaid unused Subscription Fees for the terminated portion of that Order.
    4. Effect of termination. On termination or expiry:
      1. 15.4.1.the Customer must stop using the terminated Services;
      2. 15.4.2.any unpaid Fees become immediately due;
      3. 15.4.3.the Customer may export Customer Data only as described in Clause 15.6.
    5. Early termination by Customer.
      1. 15.5.1.Monthly Billing Cycle. Termination of a monthly-billed Order in accordance with Clause 8.3.1 is cancellation, not early termination, and no further Subscription Fees will be due after the effective cancellation date.
      2. 15.5.2.Annual Billing Cycle and other committed terms. If the Customer terminates an Order with an annual Billing Cycle (or other committed term) for convenience before the end of its then-current term, the Customer remains responsible for the Subscription Fees due for the remainder of that term, unless mandatory law provides otherwise or the applicable Order expressly provides different termination economics.
    6. Export window; no support obligation; deletion. On termination or expiry of a paid Order (or when the last paid Order ends), PushOps will make Customer Data available for export 30 days (unless the Account is lawfully suspended). During that period, PushOps has no obligation to maintain, support, repair, or keep operational any integrations, configurations, automations, or other Customer environment elements, and may disable or limit non-essential functionality to support orderly termination. After that period, subject to applicable law and retention obligations, PushOps may permanently delete Customer Data and related account content, including from active systems and, in due course, from backups, subject to applicable law and PushOps’ reasonable backup and retention practices.
    7. Software Components on termination or expiry. On termination or expiry, the licence to the Software Components under Clause 12.5 ends immediately and the Customer must promptly cease use. PushOps may disable any access, keys, credentials, or other mechanisms needed to operate Software Components that connect to or depend on the Services. The Customer acknowledges the Software Components may stop working, work incorrectly, or affect the Customer’s environment unless removed or reconfigured by the Customer, and PushOps has no obligation to maintain, support, update, or ensure operation after termination or expiry. Clause 15.6 applies accordingly.
    8. Effect on Customer systems and configurations. The Customer acknowledges that, after termination or expiry, any configurations, integrations, automations, support settings, or other Customer environment elements configured, supported, or maintained by PushOps may stop working, work incorrectly, or require Customer reconfiguration. PushOps is not responsible for any resulting loss, except as required by applicable law.
    9. Post-termination assistance. If requested, PushOps may provide post-termination migration, export assistance, reconfiguration, or other services as professional services, at its discretion, on a time-and-materials basis at then-current rates (or as agreed in writing). These services are separate from the Services and do not revive or create any service levels, support commitments, or service credit obligations.
  1. Audit
    1. Scope; frequency. The Customer may audit PushOps’ compliance with security and data protection obligations (including the DPA, if applicable) once per calendar year, except to the extent that additional audits are required by applicable law or a competent regulator.
    2. Remote; independent auditor. Audits will be remote and performed only by an independent third-party auditor approved by PushOps (not unreasonably withheld) under a written confidentiality agreement. On-site audits are permitted only where required by law or a competent regulator, with reasonable prior notice, during business hours, and subject to PushOps’ access procedures. Audits must not disrupt PushOps and must not include access to source code, testing/scanning, PushOps systems, or other customers’ data.
    3. Alternative assurance. PushOps may satisfy an audit request by providing reasonable written assurance, including third-party certifications and/or audit reports, with appropriate redactions.
    4. Findings; confidentiality; cure. Audit results are PushOps Confidential Information. The Customer will provide the report to PushOps promptly and will not disclose it except as required by law or a regulator. Where a material issue is identified, the Customer will allow PushOps a reasonable time to remediate before any such disclosure (unless prohibited).
  1. Liability
    1. Exclusion of indirect loss. Neither party is liable for indirect, special, or consequential damages, or for loss of profits, revenue, goodwill, or anticipated savings.
    2. Cap. PushOps’ total aggregate liability arising out of or relating to a specific Order will not exceed the Subscription Fees paid by the Customer under that Order in the twelve (12) months before the event giving rise to the claim.
    3. Cloud providers and third parties. PushOps is not liable for failures or outages of a Cloud Service Provider or other third-party services outside PushOps’ control.
    4. Non-excludable liability. Nothing in the Agreement limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
    5. Fees. Nothing limits the Customer’s obligation to pay Fees and other amounts due.
  1. Indemnities
    1. IP indemnity by PushOps. PushOps will defend the Customer against third-party claims alleging that the Services infringe a third party’s intellectual property rights, and will pay direct damages finally awarded or agreed in settlement, provided the Customer:
      1. 18.1.1.promptly notifies PushOps
      2. 18.1.2.gives PushOps sole control of the defence and settlement
      3. 18.1.3.reasonably cooperates at PushOps’ expense

PushOps has no obligation under this Clause to the extent a claim arises from: (a) Customer Data; (b) use of the Services in breach of the Agreement or Documentation; (c) modification not made by PushOps; or (d) combination with items not provided by PushOps where the claim would have been avoided without such combination.

  1. If the Services are held or likely to be infringing, PushOps may, at its option:
    1. 18.2.1.procure the right to continue using the Services
    2. 18.2.2.modify or replace the Services to be non-infringing without materially reducing functionality
    3. 18.2.3.terminate the affected Order and refund prepaid unused Subscription Fees for the terminated portion
  2. Indemnity by Customer. The Customer will defend and indemnify PushOps against third-party claims arising from:
    1. 18.3.1.Customer Data
    2. 18.3.2.the Customer’s use of the Services in breach of the Agreement or applicable law
    3. 18.3.3.unauthorised access resulting from the Customer’s failure to protect credentials
  1. General
    1. Changes to Terms. PushOps may update these Terms from time to time. Unless required by law or for security, changes will apply from the next Renewal Term for existing paid Orders. PushOps will provide notice of material changes via email or within the Services. Continued use after the effective date of the update constitutes acceptance.
    2. Notices. Notices may be provided by email, within the Services, or through the Account. Notices are deemed received when sent or posted in the Account.
    3. Non-solicitation. During the term of the Agreement and for twelve (12) months after the later of (a) termination or expiry of the Agreement or (b) the end of the last active Order, the Customer must not, without PushOps’ prior written consent, knowingly solicit for employment or hire any PushOps employee or contractor who was materially involved in providing the Services to the Customer during the twelve (12) months before the solicitation or hire. This restriction does not apply to general, non-targeted recruitment not directed at such persons.
    4. Assignment. PushOps may assign the Agreement in connection with a merger, reorganisation, or sale of assets. The Customer may not assign without PushOps’ prior written consent.
    5. Subcontractors. PushOps may use subcontractors to provide the Services and remains responsible for their performance under the Agreement.
    6. Relationship. The parties are independent contractors. Nothing creates a partnership, employment, or agency relationship.
    7. Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, except that this does not excuse payment obligations.
    8. Governing law and jurisdiction. The Agreement is governed by Lithuanian law. Disputes will first be negotiated in good faith. If not resolved within thirty (30) days, disputes will be finally settled by the court at the place of PushOps’ registered office in Lithuania.
    9. Entire agreement. The Agreement is the entire agreement between the parties regarding the Services and supersedes prior understandings on that subject.

SCHEDULE A – SERVICE LEVELS

  1. Scope and interpretation

This Schedule A applies only to Growth and Scale Service Plans and during the active term of the relevant Order and only to the extent the applicable Service Plan expressly states service levels, support coverage and/or service credits.

  1. For the purposes of this Schedule A:
    1. “Acknowledgement” means PushOps’ confirmation that an Incident has been received and is being investigated.
    2. “Availability” means the ability of the Services to provide material production functionality in accordance with the Documentation and the applicable Service Plan.
    3. “Business Hours” means 09:00 to 18:00 in the Europe/Vilnius time zone (EET/EEST), on Monday through Friday, excluding public holidays in Lithuania. All references to time under this Agreement (including response and resolution times) will be interpreted by reference to the Europe/Vilnius time zone (EET/EEST), unless expressly agreed otherwise in writing.
    4. “Downtime” means the total number of whole minutes during which the Services are Unavailable due to Incidents within PushOps’ reasonable control, determined in accordance with Clause 7, and excluding any time listed in Clause 7.4.
    5. “Incident” an unplanned event within PushOps’ reasonable control that results in the Services being Unavailable, excluding any event caused by or attributable to: (a) the Customer, Customer Data, or the Customer environment; (b) any Cloud Service Provider; (c) third-party services, integrations, software, or telecommunications or internet outages; or (d) any suspension or limitation permitted under the Agreement.
    6. “Restoration” means restoration of the Services through a permanent fix or temporary workaround.
    7. “Service Credits” means the credits calculated under Section 8 that may be applied against Subscription Fees for the affected paid Order.
    8. “Service Level Failure” means a failure by PushOps to meet an Availability commitment expressly stated in the applicable Service Plan for a paid Order.
    9. “Unavailable” means the Services are not accessible or do not respond such that Authorised Users cannot use the Services’ material production functionality.
  1. Service desk and reporting
    1. From the start of Growth and Scale Service Plan, PushOps will operate a service desk for reporting Incidents through the channels stated in the applicable Service Plan (for example email and/or ticketing).
    2. The Customer (only through Authorised Users) must report Incidents with reasonable detail, including impact, time observed, and any relevant logs or error messages available to the Customer.
  1. Incident severity classification
    1. PushOps will categorise each Incident acting reasonably. If the Customer’s categorisation differs, PushOps’ categorisation (acting reasonably) prevails. PushOps may reclassify an Incident at any time based on additional information or changed circumstances.
    2. Severity levels:
      1. S1 – Critical: Services down or large-scale failure with no reasonable workaround.
      2. S2 – Major: Material degradation of Services or Customer production workload materially impacted, with limited or partial workaround.
      3. S3 – Default: Non-critical loss of functionality or degradation with a workable workaround.
      4. S4 – Low/Other: Minor issues, information requests, feature requests, or issues with minimal functional impact.
  1. Acknowledgement and restoration targets (by Service Plan only)
    1. No Acknowledgement or Restoration times apply to the Launch Service Plan. For the Growth and Scale Service Plans, the target Acknowledgement and target Restoration times are as follows:

Severity level		Service Plans 
Growth and Scale
Acknowledgement Restoration
S1 1 Business Hour4 Business Hours
S2 2 Business Hours8 Business Hours
S3 2 Business Hours3 Business Days
S4 24 Business Hours20 Business Days
  1. No implied targets. If a Service Plan does not specify a target for a severity level (or does not state support coverage), no acknowledgement or restoration target applies for that severity level.
  1. Measurement.
    1. Times are measured from a valid submission under Clause 3.2 and run only during the support coverage stated in Clause 5.1.
    2. Acknowledgement and Restoration targets are targets only, not guarantees, and do not create any right to compensation. Targets apply only to Incidents (as defined) and are subject to the exclusions in Section 7 and any permitted suspension or limitation under the Agreement.
    3. Restoration may be delivered by a workaround, configuration change, mitigation, or partial restoration and may be implemented in stages as PushOps determines acting reasonably.
  1. Availability
    1. Availability commitment. If the applicable Service Plan states an Availability commitment for a paid Order, PushOps will ensure the Services meet that Availability in each calendar month during the paid Order term, subject to Clause 7.4.
    2. Calculation. Availability is calculated as:

Availability (%) = 100 – (Downtime minutes ÷ Total minutes in month) × 100

  1. Availability and Downtime are determined using PushOps’ monitoring tools, logs, and records as the system of record, acting reasonably.
  2. Excluded time. The following are excluded from Downtime and do not count against Availability:
    1. planned maintenance and updates/upgrades (where practicable, notified in advance);
    2. emergency maintenance required to address security, integrity, or stability risks;
    3. force majeure events;
    4. failures or delays caused by the Customer, Customer Data, or Customer environment;
    5. failures or delays caused by any Cloud Service Provider or third-party services, integrations, or telecommunications/internet outages outside PushOps’ reasonable control;
    6. suspension or limitation of Services permitted under the Agreement (including for non-payment, security risk, suspected misuse, or sanctions compliance);
    7. rate limiting, throttling, blocking, or similar protective measures implemented to maintain security, integrity, stability, or fair use of the Services;
    8. actions taken to address a suspected or actual security incident, vulnerability, or data integrity risk (including preventative or remedial measures);
    9. actions required to comply with applicable law, court order, binding regulator request, or sanctions or export control requirements.
  3. For avoidance of doubt, events falling within Clause 7.4 are not Incidents for the purpose of Service Level Failure.
  4. Support scope and exclusions. All obligations under the applicable Service Plan (including support, availability, and any service levels) apply only to the Services. For avoidance of doubt, PushOps has no obligation in respect of any Cloud Service Provider services, Customer environment, third-party software/services/integrations (even if referenced in Documentation), or Customer-used open-source software, except to the extent expressly included in the applicable Service Plan.
  1. Service Level Failures and Service Credits
    1. If the applicable Service Plan for a paid Order states: (i) an Availability commitment; and (ii) that Service Credits apply, then the Customer may claim Service Credits for a Service Level Failure.
    2. Claim process. To claim Service Credits, the Customer must submit a request to CTO2B within thirty (30) days after the end of the month in which the Service Level Failure occurred, including reasonable supporting information.
    3. Credit calculation. Unless the applicable Service Plan states a different credit grid, Service Credits are calculated using the following grid:
Availability (monthly)Service Credit (of that month’s Subscription Fees for the paid Order)
99.70% to 99.94%5%
99.35% to 99.69%10%
99.00% to 99.34%15%
less than 99.00%20%
  1. Cap. Total Service Credits for a paid Order in any calendar month will not exceed twenty-five per cent (25%) of the Subscription Fees for that paid Order for that month.
  2. How applied. Service Credits are applied as a credit against future Subscription Fees for the same paid Order. Service Credits are not refundable, not payable in cash, and not transferable.
  3. Sole remedy. Service Credits (if applicable under the Service Plan) are the Customer’s sole and exclusive remedy for a Service Level Failure. No refunds, rebates, fee reductions, service extensions, or other monetary compensation apply for any Service Level Failure or other failure to meet any service level, target, or Availability commitment.
  4. Failure to meet any service level, target, or Availability commitment is not a material breach of the Agreement and does not give the Customer any right to terminate the Agreement or any Order.
  5. Any claim relating to service levels, targets, or Availability is subject to the limitations and exclusions of liability in the Agreement.