Terms & Conditions

1. General

Use of Upperfloor's services, including the AI agent management platform and the WhatsApp Business, Instagram, and TikTok Business Messaging connections, constitutes full acceptance of these terms. These terms constitute the entire agreement between the Customer and Upperfloor with respect to the use of the services, and shall apply in addition to any individual agreement signed between the parties.

2. The Services

Upperfloor provides services for the specification, development, and implementation of AI agents and business automation systems, including:

  • AI agents for customer service, sales, and operations

  • Connection to Meta platforms: WhatsApp Business API, Instagram API, Messenger

  • Connection to the TikTok platform: TikTok Business Messaging API for managing direct messages

  • Automation systems and workflows

  • Data analysis and business intelligence

  • Management of multi-channel conversation inboxes (Inbox)

The services are provided on a customized basis and according to the Customer's requirements.

3. Workflow

The work includes: specification, diagram, setup, testing, training, and full implementation. The project is deemed complete after delivery and operational understanding on the part of the Customer.

4. Payment

Payment begins after the specification meeting and is made in stages according to actual progress, as documented in official correspondence.

In the event of cancellation by the Customer - a proportional refund will be given for stages that were not carried out. No refund will be possible after confirmation of the completion of the implementation.

5. Refunds

Cancellation by the Customer entitles the Customer to a partial refund only - in accordance with the stage at which the service was stopped. For stages that were carried out - no refund will be given. No refund will be given after full delivery and implementation.

6. Permitted and Prohibited Use

The Customer undertakes:

  • To use the services in accordance with all law, including the Protection of Privacy Law, the Computers Law (5755-1995), and the Communications Law (Telecommunications and Broadcasting)

  • To comply with Meta's terms of use, including the WhatsApp Business Policy, WhatsApp Commerce Policy, and Instagram Community Guidelines

  • Not to send spam, offensive content, or messages without the recipient's consent (Opt-in)

  • Not to attempt to access systems the Customer is not authorized to access

  • Not to perform Reverse Engineering of the systems or the AI agents

  • Not to use the services for any unlawful purpose

Breach of this section shall constitute grounds for immediate termination of the engagement without a refund.

7. Third-Party Platform Terms

The services include connection to third-party platforms (Meta, TikTok). Use of these components is also subject to the following terms:

Meta terms:

  • WhatsApp Business Platform Terms of Service

  • Meta Platform Terms

  • Instagram Terms of Use

TikTok terms:

  • TikTok Business Messaging API Terms

  • TikTok for Developers Terms of Service

  • TikTok Business Products (Data) Terms

The Customer confirms that the Customer has read and agreed to these terms.

Upperfloor is not responsible for changes made by third-party platforms (Meta or TikTok) to their policies, their rates, or the availability of the service. In the event of a block or suspension by a third-party platform due to a policy breach on the part of the Customer, Upperfloor shall not be responsible and shall not be required to provide a refund.

8. Liability

Upperfloor undertakes to address material defects discovered during the implementation or the retainer.

Limitation of liability:

  • Upperfloor's liability shall in no event exceed the total of the payments actually paid by the Customer in the 12 months preceding the event

  • Upperfloor shall not be liable for indirect or consequential damages, loss of profits, loss of data, or damage to reputation

  • Upperfloor shall not be liable for malfunctions originating from third-party platforms (Meta, OpenAI, Google, etc.), from internet infrastructure, or from the Customer's actions not in accordance with the instructions

  • The service is provided "As Is" subject to the obligations expressly set out in this agreement

9. Retainer and Ongoing Service

Customers on a retainer plan are entitled to ongoing service, fixes, and adjustments according to the plan. After termination of the retainer - a limited warranty of 30 days will be given for handling malfunctions only.

10. Third-Party Systems

The AI agents use external platforms such as: n8n, Meta WhatsApp Cloud API, Meta Instagram API, TikTok Business Messaging API, Evolution API, Chatwoot, OpenAI, Anthropic.

The Customer approves this use and is aware that the availability of the service also depends on these providers. The Customer bears the costs of the external services (such as Meta's WhatsApp conversation costs) starting from the launch date.

11. Force Majeure

Upperfloor shall not be liable for delay or non-performance of its obligations in cases beyond its control, including: war, hostilities, pandemic, natural disasters, malfunctions in internet or electricity infrastructure, regulatory changes, discontinuation of service by third-party providers (including Meta), or any other event that cannot be reasonably foreseen or prevented.

In the event of force majeure, the performance period shall be extended accordingly.

12. Privacy and Confidentiality

The parties are subject to an NDA agreement. Upperfloor will not transfer sensitive information to external models unless required for the purpose of providing the service, and in accordance with proper information security.

For full details, see our Privacy Policy.

13. Intellectual Property

All code, logic, diagrams, prompts, and processes - are the exclusive property of Upperfloor. The Customer may not duplicate, disassemble, or share the structure of the AI agent.

14. Presentation of Results

The Customer is permitted to present the business result achieved through the AI agent. It is prohibited to disclose the manner of operation, the tools, the code, or the internal logic.

15. Changes to the Service

Upperfloor is entitled to update, change, or discontinue services in accordance with business or technological needs, in reasonable coordination with the Customer.

16. Termination of Engagement

Each party is entitled to terminate the engagement with 30 days' notice. Billing will be carried out according to the stages actually carried out. The remainder of the payment - will be refunded.

17. Law and Jurisdiction

The terms are subject to the laws of the State of Israel. Exclusive jurisdiction - the competent court in the Tel Aviv District.

For questions or clarifications, you may contact us:

Email address: team@upperfloor.ai