Terms of use

emailroot provides its Service (as defined below) to you subject to the terms and conditions of this Agreement (“Terms” or “Agreement”). Please read this Agreement completely and carefully before using the Service.

This Agreement is between you (someone who wishes to use the Service) and us (emailroot incorporated and registered in England and Wales)

By registering and/or using the Service in any manner, you agree that you have read, understood and agree to this Agreement and all other operating rules, policies and procedures referenced herein, each of which is incorporated herein by this reference and each of which may be updated from time to time as set forth below, to the exclusion of all other terms.

If you accept on behalf of an organization, you represent and warrant that you have the authority to do so.

We reserve the right, at our sole discretion, to modify the terms of this agreement from time to time without notice. However, we will announce any changes via the customer portal. Your continued use of the Service after any such changes constitutes your agreement to the changes.

If you do not understand and unconditionally agree to be bound by all the terms of this Agreement, DO NOT USE the Service.

  1. Interpretation1.1 The definitions and rules of interpretation in this clause apply to this Agreement. Active Users: accounts that have used the Service in the 3 months preceding a specific action date.

    Authorized Users: employees, agents and independent contractors authorized by you to use the Service.

    Business day: a day other than a Saturday, Sunday or public holiday in England when most banks in London are open for business.

    Customer Portal: the part of the website through which you manage your account.

    Confidential information: information considered confidential in accordance with Article 9.

    Customer Data: information associated with your account that we collect, hold and/or use.

    Documentation: the user instructions that we make available showing how to use the Service.

    Fees: the fees you must pay to us for paid services.

    Normal opening hours: 8:30am - 5:30pm UK local time, 365 days a year.

    outgoing emails: Emails sent through us.

    Paid service: parts of the service that are paid for now or perhaps in the future.

    Payment processor: a third party company appointed by us to process payments.

    Service Credit: the balance allocated to your account from which we deduct the fees.

    Service: All of our platforms, programs, features, functions, reports, instructions, sample code, help files, technical documentation, portals, technical support, add-ons, upgrades, updates, SDK, API or bundled software provided via the site www.emailroot.com or other subdomains *.emailroot.com.

    Support Service Policy: Our policy for providing support in connection with the Service.

    Virtual number: a telephone number without a directly associated telephone line that transmits incoming messages to our platform.

    1.2 The headings of clauses, schedules and paragraphs shall not affect the interpretation of this Agreement.

    1.3 A person includes an individual, legal entity or unincorporated body (whether or not it has a separate legal personality) and its legal and personal representatives, successors or authorized assigns.

    1.4 A reference to a company includes any undertaking, company or other legal entity, wherever located and however incorporated or established.

    1.5 Unless the context otherwise requires, words in the singular must include the plural and vice versa.

    1.6 Unless the context otherwise requires, a reference to one sex must include a reference to all genders.

    1.7 A reference to any law or legal provision is a reference to it as it is in force on the date you register for the Service and shall include any subordinate legislation made under that law or legal provision.

    1.8 References to clauses, annexes and paragraphs are to clauses, annexes and paragraphs of this Agreement.
    2. Services


2.1 We will provide the Service to you in accordance with the terms of this Agreement.


(a) With respect to outgoing emails, the Service is limited to transmitting your emails to our API for delivery to users, and then providing you with any metadata that the API returns to us regarding those messages.


2.2 We will use commercially reasonable efforts to make the Service available 24 hours a day, seven days a week, except for scheduled maintenance carried out between 9:00 p.m. and 5:00 a.m. London time and unscheduled maintenance (provided that we have made reasonable efforts to avoid it).


2.3 We will provide you with our standard customer support services at no additional cost in accordance with our standard support service policy. You can purchase enhanced support services separately.


2.4 We may modify the Service in any way at any time and for any reason, including discontinuing various features.

  1. Customer data


3.1 You own all right, title and interest in and to all Customer Data and are solely responsible for its legality, reliability, integrity, accuracy and quality.


3.2 In the event of loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use commercially reasonable efforts to restore it from the last backup of such Customer Data. We will not be responsible for any loss, destruction, alteration or disclosure of customer data caused by any third party.


3.3 We will comply with our internal privacy policy as represented by our privacy notice.


3.4 Where applicable, you must ensure that you have the right to transfer Customer Data to us so that we can lawfully use, process and transfer it in accordance with this Agreement on your behalf.


3.5 Where applicable, you must ensure that relevant third parties have been informed of and have given their consent to such use, processing and transfer as required by any applicable data protection legislation.


3.6 We will process Customer Data only in accordance with the terms of this Agreement and any legal instructions reasonably given by you from time to time.


3.7 Each party must take appropriate technical and organizational measures against unauthorized or illegal processing of customer data or its accidental loss, destruction or damage.

  1. Third-party providers


4.1 We make no representations, warranties or undertakings and shall have no liability or responsibility whatsoever in relation to the content or use of, or correspondence with, any third party service providers, or any transactions entered into and any contract entered into by you with such a third party.


4.2 Any contracts entered into and any transactions carried out through a third party website are between you and the relevant third party and not us.


4.3 We recommend that you refer to the terms and conditions and privacy policy of the third party website before using the relevant third party website.


4.4 We do not approve or endorse any third party websites or the content of any third party websites, even if made available through the Service.


  1. Our Obligations5.1 We undertake that the Service will operate substantially in accordance with the Documentation and with reasonable skill and care. This does not apply to the extent of any non-compliance caused by use of the Service contrary to our instructions and policies. If the Service fails to conform to the foregoing, we will, at our expense, use commercially reasonable efforts to promptly correct any such non-compliance, or provide you with an alternative means of accomplishing the desired performance. This correction or substitution constitutes your sole and exclusive remedy for any violation of our commitment to this clause.

Notwithstanding the foregoing, we:

(a) does not warrant that your use of the Service will be uninterrupted or error-free; or that the Service will meet your needs;

(b) disclaim all express and implied warranties as to the accuracy, completeness, non-infringement, merchantability or fitness for a particular purpose of the Service in general and any content or services contained therein, as well as all express and implied warranties that the operation of the Service generally and any content or services contained therein will be uninterrupted or error-free.

(c) are not responsible for any delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet and you acknowledge that the service and documentation may be subject to limitations, delays and other problems inherent in the use of these means of communication.

(d) will not be liable for any inaccuracies, errors or omissions, or loss, injury or damage caused in whole or in part by failures, delays or interruptions in the Service generally and any aspect incidental thereto.

(e) monitor the flow of emails sent by each KEY API and block sending if, according to our analysis, we detect abusive sending. A human member of our team will be the sole judge of this decision.

(f) indirectly, the law requires us to link a contact to an API KEY, we therefore reserve the right and without notice to block an API KEY if a contact person is not linked to the API KEY



  1. Your obligations


6.1 Subject to the restrictions set forth in this Agreement, you agree to use the Service solely for your internal business operations and we reserve the right, without liability or prejudice to our other rights, to disable your access if you violate this agreement. The rights granted are granted only to you and will not be deemed to be granted to any subsidiary or holding company.


6.2 You are responsible for:

(a) Comply with the terms of this agreement, including the terms of our acceptable use policy.


(b) All activities that occur in connection with your account, including the accuracy, completeness and appropriateness of any content transmitted.


(c) Handle your account credentials (i.e. login password, API keys, etc.) with care. You must notify us immediately if you have reason to believe that there has been or is likely to be unauthorized or unauthorized use of your account.


(d) Provide us with all necessary cooperation with respect to this Agreement and any necessary access to information that we may require to enforce it.


(e) Comply with all applicable laws and regulations with respect to your activities under this Agreement.


(f) Carry out all your responsibilities in a timely and efficient manner. In the event of a delay in providing such assistance, we may adjust any agreed upon schedule or delivery schedule as reasonably necessary.


(g) Ensure that any Authorized User uses the Service in accordance with the terms and conditions of this Agreement and will be liable for any violation by the Authorized User of this Agreement.


(h) Obtaining and maintaining all licenses, consents and authorizations necessary for us, our contractors and agents to carry out our obligations under this Agreement.


(i) Ensuring that your network and systems comply with relevant specifications that we may provide from time to time.


(j) Obtain and maintain network connections and telecommunications links from your systems to our data centers and any problems, conditions, delays, delivery failures and any other losses or damages arising from or relating to your network connections or links telecommunications or caused by the Internet.

(k) Do not use the service in an abusive or disproportionate manner, this service must be used responsibly, within reason


(l) Do not use this service to send emails via abusive mailings or repeated actions to the same number or to different numbers


6.3 You must use all reasonable efforts to prevent unauthorized access to or use of the Service and, in the event of such unauthorized access or use, promptly notify us.

6.4 You cannot exceed the sending limit of one email per second, if the limit is exceeded then your email will not be sent. If the limit is exceeded, an error will be returned in the API in response.

  1. Fees and payment


(a) Our provision of paid services is carried out in accordance with the prices indicated on our website or as otherwise agreed in writing.


(b) Paid Services are provided on an unlimited or prepaid subscription basis and you must purchase a subscription or service credit prior to actual use, in the currency we specify, without right to setoff, deductions or counterclaims .


(c) Unused Service Credit (less any associated transaction fees) may be refunded upon request within 14 days of purchase through the corresponding payment method from which it was purchased.


(d) Unused service credit on accounts that engage in actions prohibited by our Acceptable Use Policy will not be refunded.


(e) Unused service credit expires after a period of 365 days from the date of purchase.


(f) We guarantee delivery of outgoing emails provided that the destination number/handset (i) is supported by our network (ii) is not blocked by any network operator (iii) is switched on (iv) has sufficient memory (v) does not use an email blocker and (vi) does not travel far from his home network. You can request these refunds within 72 hours and we will provide them to you through service credits applied to your account. For the avoidance of doubt, outgoing emails are billed based on message submission, not delivery.


(g) Payments made through Payment Processors are subject to their terms, conditions and privacy policies in addition to ours. We are not responsible for any errors they may make.


(h) You may choose to automate the purchase of Service Credit whenever your balance falls below a minimum threshold that you set. Your use of this feature represents your authorization for purchases to be made on your behalf. Please ensure that your billing information is kept current, complete and accurate to ensure that such purchases can be made.


(i) Any free trial or promotion providing access to a paid service must only be used within the specified time period.


(j) We reserve the right to change our prices from time to time. We will only send you a courtesy email if your usage over the last 3 months indicates that you will be affected by such changes. Your continued use of the Service after a price change constitutes your agreement to pay the changed amount.


(k) All prices are exclusive of value added tax or tax included according to the web page, which we will add at the appropriate rates.

  1. Property rights


8.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service. Except as expressly stated herein, this Agreement does not grant you any rights in, under or by virtue of any patent, copyright, database right, trade secrets, trade names, trademarks (whether whether registered or not), or any other right or license relating to the Service.


8.2 We confirm that we have all rights in relation to the Service which are necessary to grant all the rights which we purport to grant under and in accordance with the terms of this Agreement.

  1. Confidentiality


9.1 Each Party may have access to the Confidential Information of the other Party in order to fulfill its obligations under this Agreement. A party's confidential information shall not be deemed to include information that:


  1. (a) is or becomes publicly known other than by an act or omission of the receiving party;


  1. (b) was in the lawful possession of the other party before the disclosure;


(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; Or


  1. (d) is independently developed by the receiving party, such independent development being demonstrable by written evidence.


9.2 Each party will keep the other's confidential information confidential and will not make the other's confidential information available to any third party or use the other's confidential information for any purpose other than making implementation of this Agreement.


9.3 Each party shall take all reasonable steps to ensure that confidential information of the other to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.


9.4 A party may disclose Confidential Information to the extent that such Confidential Information is required to be disclosed by law, by a governmental or other regulatory authority or by a court or other competent authority.


9.5 Neither party will be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.


9.6 You acknowledge that the details of the Service and the results of any performance testing of the Service constitute our Confidential Information.


9.7 You grant us the right to use and display your name, logo and other non-confidential information on our website and other promotional materials. Such use must be consistent with your applicable usage guidelines.


9.8 The above provisions of this clause shall survive any termination of this Agreement regardless of the consequences thereof.

  1. Compensation


10.1 You shall defend, indemnify and hold us (and our affiliates, agents, contractors and subcontractors) harmless from and against claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, costs court and reasonable legal costs) arising from or in connection with your use of the Service, provided that:


(a) you are promptly notified of any such claim;


(b) we will provide you with reasonable cooperation in the defense and settlement of any such claim, at your expense;


(c) you have the sole authority to defend or settle the claim.


10.2 We will defend you and your officers, directors, employees, affiliates and service providers against any allegation that the Service infringes any patent, copyright, trademark, database right or a right of confidentiality in the United Kingdom and will compensate you for any amounts awarded against you. in the adjudication or settlement of such claims, provided that:


(a) we are promptly notified of any such claim;


(b) you provide us with reasonable cooperation in the defense and settlement of any such claim, at our expense;


(c) we have sole authority to defend or settle the claim.


10.3 In connection with the defense or settlement of any claim, we may guarantee you the right to continue to use the Service, replace or modify the Service so that it does not become infringing or, if such remedies are not not reasonably available, to terminate this Agreement on 2 business days' notice without any additional liability or obligation to pay you liquidated damages or other additional costs.


10.4 In no event will we, our employees, agents and subcontractors be liable to you to the extent that the alleged infringement is based on:


(a) modification of the Service by anyone other than us; Or


(b) your use of the Service in a manner contrary to the instructions we have given you; Or


(c) your use of the Service following notification of the alleged or actual infringement by us or any appropriate authority; Or


(d) your use of the Service in a manner inconsistent with the Acceptable Use Policy;


10.5 The foregoing sets forth your sole and exclusive rights and remedies and our obligations and liabilities (including those of our employees, agents and contractors) for infringement of any patent, copyright, trademark, right database or confidentiality rights.


  1. Limitation of Liability11.1 Except as expressly and specifically provided in this Agreement: (a) you assume full responsibility for any results obtained from your use of the Service and for any conclusions drawn from such use. We will not be liable for any damages caused by any errors or omissions in the information, instructions or scripts you provide to us in connection with the Service, or any actions we take at your request;

    (b) all warranties, representations, conditions and any other terms of any kind implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;

    (c) the Service is provided to you “as is”.

(d) we are not responsible for emails sent unintentionally without or with sending tests

(e) the emailroot service disclaims all liability for emails sent via the KEY API from or outside the *.emailroot.com website, the content sent or the purpose of the content or the nature of the content or any other element the content of the email sent is the sole responsibility of the contact linked to the KEY API

(f) if no contact is linked to an API KEY, the person responsible for the API key will automatically be the base contact who created the general account.

11.2 Nothing in this agreement excludes our liability:

(a) for death or personal injury caused by our negligence; Or

(b) for fraud or fraudulent misrepresentation.

11.3 Subject to sections 11.1 and 11.2:

(a) we will not be liable whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, exhaustion of good will and/or losses or similar losses or corruption of data or information, or pure economic loss, or for any special, indirect or consequential losses, costs, damages, charges or expenses arising out of this Agreement;

(b) our total liability in contract (including in respect of indemnity in clause 10.2), in tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of the performance or contemplated performance of this Agreement will be limited to the amount you spent on the Paid Services during the month immediately preceding the date of the first claim.

11.4 You acknowledge that:

(a) Our ability to provide the Service is subject to the limitations imposed on us by API KEY and that we act as a mere conduit. Our responsibility is limited to storing messages and transmitting them accordingly.

(b) Text messages are transmitted unencrypted and eavesdropping by third parties is possible.

11.5 We hereby agree that the content of all emails shall be deemed to be of zero value.
12. Duration and termination

12.1 This Agreement will begin when you register to use the Service and will continue indefinitely unless otherwise terminated in accordance with the provisions of this Agreement.

12.2 Without affecting any other rights or remedies available to it, either party may terminate this Agreement with immediate effect if:

(a) the other party commits a material breach of any term of this Agreement which is irremediable or (if such breach is curable) fails to remedy that breach within 14 days after being notified in writing to do so;

(b) the other party breaches any term of this Agreement so as to reasonably justify the belief that its conduct is inconsistent with its intention or ability to give effect to the terms of this Agreement;

(c) the other party suspends or threatens to suspend the payment of its debts or is unable to pay its debts as they become due or admits its inability to pay its debts or is deemed incapable of paying its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) the other party enters into negotiations with any class of its creditors with a view to rescheduling its debts, or makes a proposal or enters into a compromise or arrangement with its creditors other than for the sole purpose of a solvent amalgamation scheme of this other party with one or more other companies or solvent reconstitution of this other party;

(e) a petition is filed, notice is given, a resolution is passed or an order is made, for or in connection with the winding up of that other party, except for the sole purpose of a scheme of solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of this other party;

(f) an application is made to the court, or an order is made, for the appointment of an administrator, or if notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party ;

(g) the holder of a qualifying floating charge over the assets of that other party is entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or pledgee of the other party seizes or takes possession of, or distress, execution, sequestration or other such process is levied or enforced or prosecuted against, all or any of the assets of the other party 'other party and this seizure or process is not discharged within 30 days;


12.3 Upon termination of this Agreement for any reason:


(a) all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of the Service;


(b) we may destroy or otherwise dispose of your data in our possession unless we receive, no later than ten days after the effective date of termination of this Agreement, a written request for delivery of the data. If received, we will then use commercially reasonable efforts to provide the Data to you within 30 days, provided that you have paid all fees and charges outstanding upon termination and resulting from the termination (whether or not due as of the date of termination). termination). You will also pay all reasonable expenses incurred by us in returning customer data;


(d) the rights, remedies, obligations or liabilities of the parties which have accrued up to the date of termination, including the right to claim damages for any breach of the agreement which existed on the date of termination or before, will not be affected or harmed.

  1. Force majeure

We will have no liability to you under this Agreement if we are prevented or delayed in performing our obligations under this Agreement by any acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other labor disputes (whether or not involving our workforce), failure of a public service or a transport or telecommunications network, force majeure, war, riot, civil unrest, malicious damage, compliance with any governmental law or order, rule, regulation or directive, accident, breakdown of plant or machinery, fire, flood, storm or failure of suppliers or subcontractors.


  1. Conflict

In the event of any inconsistency between any of the provisions of the main body of this Agreement and other policies referenced by this Agreement, the provisions of the main body of this Agreement shall control.


  1. Variation

No modification of this Agreement will be effective unless it is in writing and signed by the parties.

  1. Waiver

No failure or delay by either party to exercise any right or remedy provided by this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the exercise later of this right or any other right or remedy. . No single or partial exercise of this right or remedy shall prevent or restrict the further exercise of this or any other right or remedy.


  1. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided by this Agreement are in addition to and not exclusive of any rights or remedies provided by law.


  1. Separation


18.1 If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal by any court or administrative agency of competent jurisdiction, the remaining provisions will remain in full force and effect.


18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if any part of it were deleted, the provision shall apply with any modification necessary to give effect to the commercial intent of the parties.

  1. Entire Agreement


19.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.


19.2 Each party acknowledges that in entering into this Agreement it does not rely on, and will have no recourse to, any statement, representation, assurance or warranty not set out in this Agreement.


19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any representation in this Agreement.


19.4 Nothing in this clause limits or excludes any liability for fraud.

  1. Transfer


20.1 You shall not, without our prior written consent, assign, transfer, charge, subcontract or otherwise deal with any of your rights or obligations under this Agreement.


20.2 We may at any time assign, transfer, charge, subcontract or otherwise deal with any or all of your rights or obligations under this Agreement.

  1. No partnership or agency

Nothing in this Agreement is intended or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other and neither party shall have any authority to act in the name or on behalf of or otherwise bind the other in any manner (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


  1. Rights of third parties


This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, if applicable, their successors and permitted assigns) under the Contracts (Rights of Third Parties) Act 1999.

  1. Notice


23.1 Any notice required to be given under this Agreement must be in writing, sent by electronic mail or by prepaid first class post or registered mail to the other party at its address.


23.2 A properly addressed notice sent by prepaid first class post or registered post shall be deemed to have been received when it would have been delivered in the ordinary course of mail. Notice sent by email will be deemed to have been received at 9:00 a.m. on the first business day following posting.

  1. Applicable law


This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  1. Skill


Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).


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