Terms of service

As of October 2025

1. General Provisions and Conclusion of Contract

These terms and conditions apply to contracts for the use of CLEVERPUSH and the services and products we offer in this context (e.g., Nyws app, Facebook, Telegram and Twitter/X integrations). Our offering is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. We do not conclude contracts with consumers within the meaning of Section 13 BGB. If we were misled into contracting with a consumer, we reserve the right to terminate the contract without notice for good cause.
Deviating, conflicting or supplementary terms and conditions of the customer shall not become part of the contract, even if we are aware of them, unless their validity is expressly agreed. These terms and conditions shall also apply if we perform services without reservation in the knowledge of the customer’s terms and conditions that conflict with or deviate from or add to our terms.
The presentation of our products for ordering on our website does not constitute a legally binding offer. When the customer places an order, the customer submits an offer to conclude the corresponding contract. The customer is bound by this offer for a period of two business days at our registered office. Within this period, we may declare acceptance or rejection of the offer. Acceptance occurs by successful completion of the customer’s payment process, by our confirmation of the conclusion of the contract in text form, or by provisioning the service. An automatically generated email from us confirming receipt of the order does not constitute acceptance of the customer’s offer to conclude a contract.
When registering, the customer must provide truthful and complete information. The customer must promptly update any changes in the customer area. The customer is not entitled to have invoices corrected that were issued incorrectly due to a failure to update the data.
Only the specifications we made at the time of conclusion of the contract shall be deemed agreed characteristics of CLEVERPUSH. Public statements, praise or advertising that deviate from these do not constitute contractual quality specifications.

2. Use of CLEVERPUSH

The customer receives a simple (non-exclusive), non-sublicensable and non-transferable right, limited to the term of this contract, to use CLEVERPUSH in accordance with the selected plan (e.g., number of subscribers, number of channels, enabled features).
If the customer enables additional users to access the customer area (e.g., teams feature), the customer is responsible for such use and the acts of those users may constitute data protection instructions within the meaning of the data processing agreement concluded with the customer.
Each party shall take customary and appropriate measures to protect user IDs and passwords against access by unauthorized third parties. The parties shall inform each other if they suspect that a user ID and/or password may have become known to unauthorized third parties. In such a case, the party discovering this shall promptly secure access by changing credentials. The customer shall change the passwords of its users / team members if the customer wishes to prevent future access to those accounts. The customer shall also revoke, in the teams settings, any access previously granted to third parties if such access shall no longer exist. Otherwise, the customer would be liable to CLEVERPUSH for any misuse of access data by such persons.
The customer may not use CLEVERPUSH in violation of third-party rights or for unlawful purposes. In particular, the customer shall refrain from any use that could lead to us being accused of violating applicable laws or third-party rights. The customer shall indemnify us upon first demand from all corresponding third-party claims, including reasonable costs of legal review and representation, unless the customer is not responsible for the breach of this obligation.
If the customer violates paragraph 4, we may, to the extent necessary, block the customer’s access to CLEVERPUSH and/or the relevant data if, in our reasonable discretion, this can stop or mitigate the violation. If reasonable for us, we will inform the customer of the violation of paragraph 3, set a reasonable deadline, and request that the violation be remedied. The request or information about any measure taken shall be sent by email to the address stored in the customer account. Instead of blocking, data may also be deleted if we are obliged to do so, if blocking is not sufficient to stop the violation, and if this does not violate the data processing agreement concluded with the customer.
If, despite a corresponding warning, the customer continues to violate or repeatedly violates paragraph 4, we may terminate the contract without notice for cause. We are also entitled to extraordinary termination if a one-time violation of paragraph 3 is so serious that continued cooperation with the customer cannot reasonably be expected.

3. Apps

For customers who have subscribed to a corresponding plan, we provide an app builder so they can independently create and publish functional iOS and Android apps. The operator and responsible party of each app is solely the customer. The customer is therefore particularly responsible for ensuring that the app created complies with legal requirements and the respective app store rules.
The right to use an app exists only as long as a contract for the corresponding plan with us is in force.
The customer is only entitled to decompile an app if mandatory statutory rights exist (in particular Section 69e of the German Copyright Act, UrhG).
Open-source software used in apps is subject to the license terms applicable to such software. The menu item and content we generate for this purpose may not be modified by the customer in violation of the respective licensor’s requirements.

4. Use of the API

For customers who have subscribed to a corresponding plan, we provide an API for using CLEVERPUSH that can be accessed via the internet. The usage and functional scope of the API are governed by the information we publish from time to time.

5. Availability of CLEVERPUSH

We owe availability of CLEVERPUSH at the handover point (interface to the internet in the data center where CLEVERPUSH is operated by us) of 99% per contract month.
Availability means the ability to use CLEVERPUSH as contractually agreed at the handover point.
CLEVERPUSH is also deemed available during:
1. planned maintenance downtime on Sundays between 2:00 and 4:00 a.m. at our registered office;
2. planned maintenance downtime Monday to Friday between 8:00 p.m. and 6:00 a.m. at our registered office as well as on weekends and nationwide public holidays, provided we announce such downtime at least one week in advance;
3. downtime to remedy faults that impede secure operation of CLEVERPUSH under the GDPR or otherwise pose more than an insignificant risk to IT security, provided we announce such downtime at least 24 hours in advance and the downtime does not exceed 4 hours.
Notifications to the customer under paragraph 3 are sent by email to the address stored in the customer account.

6. Customer Support

We provide a ticket system for customer support, accessible from the customer area on our website. Customer inquiries are handled within a reasonable time.

7. Adjustment of Ordered Services by the Customer

The customer may upgrade to a higher plan at any time. Billing of the previous and the new plan is prorated to the exact day. A downgrade to a lower plan is possible at the end of the current contract term.

8. Data Backup and Restoration

We create daily backups of the data stored in CLEVERPUSH between 00:00 and 02:00. Backups are performed on a rolling basis such that data backed up for a given weekday are overwritten by the backup performed on the subsequent same weekday. A weekly backup is performed on the same rolling principle, where the data are overwritten after four weeks.
If we detect a data loss, we will restore the lost data from the backup to the point in time of the most recent backup that contains the data. We will inform affected customers of the loss and the point in time to which the data were restored by email to the address stored in the customer account.

9. Special Provisions for Free and Trial Versions

If we provide the customer with a free or trial version of CLEVERPUSH, the following paragraphs apply and, in the event of conflicts, take precedence over the other provisions of these terms.
Free or trial versions are provided to the customer “as is” for testing purposes. We do not owe continuous and error-free availability for the duration of such use. While we endeavor, at our discretion, to operate free or trial versions with the same care as our paid offerings, we cannot assume further obligations because the customer does not pay for them.
Either party may terminate a corresponding contract at any time without notice.
A free version may only be used for purposes where performance defects, service outages, or data loss do not cause damage to the customer or third parties. Trial versions may be used for production purposes.

10. Fees and Invoicing; Changes to Agreed Fees

We invoice the fees agreed with the customer upon conclusion of the contract for the agreed contract term in advance. Special prices granted to the customer for contracts with a one-year term are the consideration for the longer contract term agreed by the customer with us.
All prices we quote are net prices and are in euros.
If the customer stores a credit card as a payment method, the customer warrants that it is in the name of the contracting party and may be used to collect the fees due to us. The customer must update the stored credit card in good time before it expires.
Customers to whom VAT is invoiced under the reverse charge mechanism must store their VAT ID in their profile; otherwise, we are entitled to invoice German VAT to the customer. The customer is not entitled to retroactive correction of such invoices.
We are entitled, notwithstanding any contrary instruction by the customer, to apply payments first to older debts. If we already have claims for reimbursement of costs or interest, we are entitled to apply the payment first to costs, then to interest, and finally to the principal. We will inform the customer of any allocation that deviates from the customer’s instructions.
In the event of the customer’s default in payment, we are entitled to charge a one-time default fee per relevant invoice in accordance with Section 288(5) BGB. We reserve the right to assert further default damages.
We may adjust the fees agreed with the customer. Information about the adjustment must be provided at least two weeks before the expiry of the contract’s notice period by email to the address stored in the customer profile. The adjustment may not take effect earlier than the time at which the customer, after receiving the information, can terminate the contract.

11. Term and Termination

Depending on the customer’s selection at the time of contracting, the contract is concluded for a fixed term of one month or one year. It may be terminated for cause prior to the end of the fixed term only for good cause. Otherwise, termination is possible with one month’s notice for annual contracts or two weeks’ notice for monthly contracts, in each case effective at the end of the respective fixed term. If no termination occurs, the fixed term is extended by one month or one year, depending on the original term selected by the customer.
The right to termination for good cause remains unaffected. The following, in particular, constitute good cause if they occur with respect to the other party:
1. breach of essential contractual obligations by the other party, if the breach is not remedied despite a warning and the setting of a reasonable deadline with reference to the right of termination; a warning and deadline are not required if unreasonable;
2. rejection of the opening of insolvency proceedings for lack of assets;
3. commencement of liquidation.
We are entitled to terminate the contract without notice if the conditions of Section 543(2) No. 3 BGB are met.
Termination under Section 543(2) sentence 1 No. 1 BGB for failure to provide the contractually agreed use of CLEVERPUSH is permissible only after we have been granted a reasonable opportunity to remedy defects and such remedy has failed.
Terminations may be made by email. A customer’s termination must be sent to support@cleverpush.com. Alternatively, termination can be made in the customer area.

12. Consequences of Termination

The customer must exercise the right to instruct, under the separately concluded data processing agreement, an export of the data processed for the customer at least 14 days before the end of the contract term. In this case, the data will be exported in the format in which they are stored with us. The data will be made available to the customer via an encrypted download option. We are entitled to a fee of EUR 200 (net) for making the data available. If the customer does not exercise this right to instruct accordingly, the data stored for the customer will be automatically deleted upon the end of the contract. Deletion is performed such that the data can no longer be restored.

13. Customer’s Right to Switch Providers

The customer may export at any time all digital data and digital assets stored in CLEVERPUSH within the meaning of Regulation (EU) 2023/2854 (“Data Act”) via the API we provide. Corresponding API documentation is provided free of charge.
Pursuant to Article 25 of the Data Act, the customer may, with a notice period of two months, (i) initiate a switch to another provider of data processing services or to an ICT infrastructure on its own premises, or (ii) instead of switching, demand the deletion of all exportable data and digital assets processed by it upon contract end. The request must be sent to us in text form by email to support@cleverpush.com. During the notice period and the subsequent transition period, the provisions of this contract continue to apply.
No later than upon expiry of the notice period, the customer shall inform us in text form (email to the address specified in paragraph 2) which option will be exercised and, where applicable, provide the details of third parties authorized by the customer who are involved in the switch.
The switch shall be completed without undue delay and—where technically feasible—within thirty (30) calendar days after expiry of the notice period (transition period). If the maximum transition period is not technically feasible, we shall inform the customer within fourteen (14) business days after receipt of the request under paragraph 2 in text form, justify the technical infeasibility in accordance with the Data Act, and specify an alternative transition period, which may not exceed seven (7) months. The customer is entitled to extend the transition period once for a period it considers appropriate for its own purposes. We shall continue to provide the contractual services unchanged during the (extended) transition period.
At the customer’s request, we will support the switch to the extent required by law and, where applicable, to any further agreed extent, and will provide reasonably requested, relevant information. During the transition period, we shall (i) provide reasonable assistance to the customer and any customer-authorized third parties during the switching process, (ii) act with due care to maintain business continuity and continue to provide the contractual functions or services, (iii) inform the customer of known risks to uninterrupted provision of the functions or services that are attributable to us, and (iv) ensure a high level of security during the switching process and during the retrieval period, in particular for data transmission and storage, in compliance with applicable Union or national law.
After the end of the transition period, a retrieval period of at least thirty (30) calendar days begins. During the retrieval period, the customer may retrieve remaining data and digital assets in a common, machine-readable format via the API. After the expiry of the retrieval period (or a later date mutually agreed by the parties) and subject to the successful completion of the switching process, we shall irreversibly delete all customer data and digital assets in accordance with applicable data protection law.
After completion of the switching process, the customer shall send us a completion notice in text form (email to the address specified in paragraph 2) confirming the successful completion of the switch. Upon receipt of the completion notice, the switch is deemed successfully completed.
This contract ends—and the customer will be notified of the termination—(i) upon successful completion of the switching process or (ii) upon expiry of the notice period if the customer has requested deletion of all data and digital assets instead of switching.
No separate fee is charged for the switch. If the customer has concluded a contract with us with an annual term, we are entitled, as a penalty for the early termination of the contract under Article 25 of the Data Act, to the fee that we would have been entitled to invoice the customer upon ordinary termination of the contract absent the exercise of the right under Article 25 of the Data Act.

14. Future Development of CLEVERPUSH

With CLEVERPUSH, the customer does not acquire a static product. Our intention is to further develop CLEVERPUSH to offer new functions and services that make CLEVERPUSH more attractive and secure. The scope of services of CLEVERPUSH is therefore subject to change. We inform about more than insignificant changes in the customer area of our website under “Updates”.
If changes to CLEVERPUSH are unreasonable for the customer, the customer has a special termination right, which must be exercised within two weeks. The period begins on the day the customer becomes aware of the change. This termination right does not apply to changes and removal of functions that we provided to the customer as part of a beta test. We reserve the right not to continue such features or to offer them only in modified form.
We welcome every improvement suggestion from a customer. For the sake of clarity, however, we must state that the customer grants us, free of charge, all rights to the suggestion that are necessary for its possible implementation and unrestricted exploitation. In plain terms: suggestions are welcome, but we do not provide compensation.

15. Non-Performance of Our Primary Obligations

If we are in default with the initial provisioning of CLEVERPUSH, the customer is entitled to withdraw from the contract if a reasonable grace period set for us expires without result, i.e., we do not provide the agreed functionality of CLEVERPUSH for the first time within the grace period.
If, after operational provisioning of CLEVERPUSH, we do not fulfill our obligations in whole or in part, or if the agreed availability of CLEVERPUSH is undercut for a contract month, the agreed usage fee is reduced proportionally for the time during which CLEVERPUSH was not available to the customer to the agreed extent.
We must demonstrate that we are not responsible for the reason for the delay in provisioning or the undercutting of the owed availability. If the customer did not notify us of the lack of availability of CLEVERPUSH, the customer must, when we dispute our knowledge, prove that we otherwise became aware of the lack of availability.

16. Warranty Claims

In the event of defects in performance, the customer is entitled to the statutory rights, whereby we decide whether to remedy the defect by repair or replacement.
Our no-fault liability for damages (Section 536a BGB) for defects existing at the time of conclusion of the contract is excluded, unless it concerns a characteristic guaranteed by us (guarantee within the meaning of Section 276(1) BGB).
A limitation period of one year is agreed for warranty claims. This period does not apply to claims for damages arising from the breach of warranty claims; in this respect, the provisions on liability apply.
If the customer alleges the existence of a defect and it turns out as a result of our activities that there is no defect in our performance, the customer shall remunerate our expenses incurred for this according to the agreed hourly rates or, absent agreement, reasonable hourly rates. This paragraph does not apply if the absence of a defect was not recognizable to the customer when exercising the care and knowledge reasonably expected.
For functions, services, software or other offerings that we expressly make available as beta versions, all warranty claims are excluded unless intent is attributable to us. The very nature of such beta versions is that they are unfinished and may have defects. Such defects may, for example, result in loss of data or functionality of CLEVERPUSH. The customer should therefore use beta versions only if the occurrence of such defects does not disadvantage the customer, in particular does not cause damages for which the customer intends to hold us or third parties liable.
The customer is obligated to notify us without undue delay of defects in contractual services, in particular defects in CLEVERPUSH. To the extent that we were unable to remedy due to the omission or delay of such notification, the customer is not entitled, for the corresponding period, to reduce the agreed remuneration in whole or in part, to claim compensation for damage caused by the defect, or to terminate the contract extraordinarily without notice due to the defect. The customer must demonstrate that the omission of notification is not attributable to the customer.

17. Infringement of Intellectual Property Rights

We warrant that the contractual use of CLEVERPUSH does not infringe copyrights or other third-party intellectual property rights.
If, nevertheless, this should be the case, we will, at our discretion and at our expense, acquire the necessary rights or modify CLEVERPUSH at our own expense in such a way that, while complying with the services owed to the customer, no third-party rights are infringed.

18. Liability

Liability for intent and gross negligence is unlimited.
In the event of simple negligence resulting in a breach of essential contractual obligations, liability is limited to foreseeable and typical contractual damages. Essential contractual obligations are those whose fulfillment makes proper performance of the contract possible in the first place and on whose compliance the injured party may regularly rely. The limitation period for claims under this paragraph is one year.
Paragraph 2 does not apply to claims arising from injury to body, health or life, for fraudulent conduct, for assumption of a guarantee, for liability for initial impossibility or impossibility attributable to us, and for claims under the German Product Liability Act.
Otherwise—regardless of the legal basis—liability is excluded.

19. Confidentiality

We undertake to keep confidential the data stored by the customer in CLEVERPUSH. We process this data only for the purposes of fulfilling the contract with the customer and disclose it to third parties only to the extent that, in our reasonable discretion, this is necessary for fulfillment of the contract.
The following data are not subject to confidentiality: (i) data that were generally known at the time of disclosure or thereafter—without our fault—become generally known; (ii) data lawfully known to us at the time of disclosure without a duty of confidentiality; (iii) data lawfully disclosed to us by third parties after the time of disclosure without a duty of confidentiality, provided that, to our knowledge, the third party is not itself obligated to maintain confidentiality towards the customer; (iv) data independently developed by us without using the customer’s confidential information; (v) data that become known to us through a permissible analysis of publicly available services or products of the customer; or (vi) data that must be disclosed due to mandatory statutory, governmental or court requirements or orders.
This confidentiality undertaking shall not be affected by termination of the contract.

20. Data Protection

For the processing of personal data by the customer using CLEVERPUSH, the data processing agreement pursuant to Article 28 GDPR concluded separately with the customer via our website applies. We offer the customer the possibility to make various individual adjustments for the data processing agreement (e.g., specification of services used, categories of personal data processed, and data subjects). The accuracy and completeness of such adjustments is the responsibility of the customer. We are not obligated to review them.
In all other respects, we undertake to process personal data that the customer provides to us for contract performance and that are not the subject of data processing on behalf in accordance with applicable data protection regulations.
Through CLEVERPUSH, we offer the customer the ability to individually control, track and analyze interactions with or by users. For this purpose, personal data of the customer’s subscribers are processed within the framework of the data processing agreement with the customer. It is the customer’s responsibility, as a controller within the meaning of Article 4 GDPR, to use these CLEVERPUSH functions in compliance with data protection regulations and any other applicable laws. Actions performed in the customer area of our website using the customer’s access data constitute instructions to us on how we are to process personal data on behalf of the customer.

21. Set-Off and Assignment

Either party is entitled to exercise a right of retention or set-off only to the extent that the underlying counterclaim has been finally adjudicated or is undisputed.
The assignment of rights and obligations under this contract, or of the contract as a whole, to a third party requires the prior consent of the other party. Such consent may not be unreasonably withheld. Assignments of monetary claims are permitted.

22. Force Majeure

Each party is temporarily released from its obligation to perform as long as it is prevented from performing due to force majeure. This also applies if the party is already in default.
Force majeure is an external, extraordinary and unforeseeable event that could not be averted even by the utmost diligence reasonably to be expected. This includes, in particular, war, terrorism, civil unrest, pandemics, severe weather, environmental disasters, cyberattacks on a party’s IT infrastructure that could not be prevented despite compliance with appropriate and industry-standard IT security measures, as well as impediments to performance due to governmental orders, shortages of raw materials, or resulting general disruptions in supply chains.
The party invoking force majeure must:
1. inform the other party without undue delay in text form of this fact and the reasons;
2. with the care of a prudent businessperson, take the measures necessary to resume full performance of its obligations as soon as possible; and
3. make reasonable efforts to minimize the negative effects on the performance of this contract.

23. Amendments to these Terms and Conditions

We may amend these terms and conditions at any time with at least six weeks’ notice. The customer has the right to object.
For this purpose, we inform the customer in text form, sent to the email address stored in the customer account, of our intention to amend, the amended provisions, and the existence and exercise of the customer’s right to object. A corresponding notice and the opportunity to object/consent may also be provided upon the customer’s login to the customer area.
If the customer exercises the right to object before the expiry of the notice period, the previous terms and conditions continue to apply unchanged; otherwise, the new terms and conditions apply upon expiry of the notice period. We are entitled to terminate the contract with the agreed notice period in the event of the customer’s objection.

24. Final Provisions

This contract contains all agreements between the parties regarding the subject matter. Any deviating side agreements and prior agreements regarding the subject matter become ineffective.
Amendments and supplements to this contract require text form.
The customer’s general terms and conditions do not apply to this contract. This also applies if reference to their inclusion in later documents related to this contract was made without objection.
If any provision of this contract is wholly or partially void, invalid or unenforceable, or if a necessary provision is missing, the validity and enforceability of all other provisions of this contract shall not be affected.
Place of performance is our registered office.
This contract is governed solely by the law of the Federal Republic of Germany. Private international law shall not apply to the extent it can be waived.
The exclusive place of jurisdiction for all disputes in connection with this agreement is our registered office. We are entitled to also bring actions against the customer at any of the customer’s statutory places of jurisdiction.