Terms of Service

Last updated: October 2026 · upperfloor.ai/en/terms

These Terms apply to the services of Upperfloor - a licensed business (Osek Murshe) No. 558600698, HaTa'as 23, Beit HaEtz HaNadiv, Kfar Saba ("Upperfloor") - and form an integral part of the signed service order (the "Order"). In the event of a conflict between the Order and these Terms, the Order prevails. The Order and these Terms together constitute the entire agreement between the parties.

1. The Service

1.1 Upperfloor provides a managed, AI-based sales and service operation that handles enquiries from the Customer's end customers: responding, logging, scheduling meetings and follow-up - according to the plan selected in the Order (Core / Growth / Scale / custom).

1.2 The service is managed: Upperfloor is responsible for setup, calibration and ongoing improvement. The scope of each plan, the number of users it includes and the price - as detailed in the Order.

1.3 Allocation of responsibility for content: the Customer is responsible for the accuracy of the business and factual information it provides (prices, inventory, policies); Upperfloor is responsible for drafting and implementing the logic on the basis of that information.

1.4 A response produced by an artificial intelligence system may be inaccurate or incomplete; accordingly, prices, terms and commitments the agent gives an end customer are not final until the Customer approves them. A Customer that allows the agent to close a transaction without its approval bears that risk. The Customer shall maintain reasonable human oversight of its processes.

1.5 Contact lists: the Customer represents that, for every telephone number or address it supplies to the system - by import, manual entry or integration - there is lawful consent to be contacted through the requested channel and with the requested content, including under Section 30A of the Communications Law, and that it handles removal requests in a timely manner. Upperfloor relies on this representation and does not verify it independently.

2. Diagnostic, Setup and Timelines

2.1 The service opens with a paid diagnostic session, where so provided in the Order. The diagnostic fee, if provided for, is non-refundable; signature of the Order constitutes written confirmation of this.

2.2 The scope of the setup - including the scope of the knowledge base - is assessed in the diagnostic session and priced in the Order. There is no fixed setup fee.

2.3 An initial version (MVP) will be delivered within 14 business days from the start of setup, subject to reasonable cooperation by the Customer (materials, access, approvals). Go-live - following the Customer's approval. "Start of setup" - the latest of: signature of the Order, receipt of the first payment under it, and the post-signature specification meeting.

2.4 Setup includes two rounds of revisions. Revisions beyond that will be priced separately and subject to prior approval.

2.5 Retainer billing begins on the earlier of: one month after go-live, or one month and one week after delivery of the MVP. The period preceding it is at Upperfloor's expense.

3. Fees and Payments

3.1 The monthly retainer - according to the plan in the Order, plus VAT, and payable in advance for each month. Payment methods: bank transfer, credit card or cheque.

3.2 Variable costs that are not included in the retainer and are charged according to actual usage:

Official WhatsApp - a per-message charge according to Meta's rates for Israel as in effect at the time of billing. Current rates are shown in the platform dashboard.
Telephony - ₪0.10 per minute, for outbound and inbound calls, including storage of recordings for the duration of the engagement.
API costs - included in the retainer up to 10% of its value in any given month. Beyond that - charged at actual cost, with no margin added.

3.3 Usage and cost data are available to the Customer in the platform dashboard. A monthly summary is deemed approved if no objection is raised within 14 days of the end of the month.

3.4 An API charge beyond the absorption cap requires advance notice to the Customer; a sharp deviation from usual usage patterns will be reported to the Customer promptly.

4. Non-Payment, Grace Period and Disconnection

4.1 If a payment is not made when due, a written notice will be sent to the Customer, who will have a grace period of 14 days in which to settle it.

4.2 At the end of the grace period without settlement, Upperfloor may disconnect the service channels. Disconnection is not deletion: the data is retained in accordance with Section 9.

4.3 Reconnection following settlement is carried out by the Customer from within the platform, and is not automatic.

5. Liability

5.1 Each party's liability to the other, on any cause of action, is limited to the higher of: the amount paid by the Customer, or payable by it under the Order, in the 12 months preceding the event; or three months' retainer fees under the Order.

5.2 Neither party shall be liable for indirect or consequential damage or for loss of profit.

5.3 The limitations in this Section shall not apply to: damage caused maliciously; a breach of confidentiality under Section 7; and the cases listed in Section 6.2.

5.4 Nothing in this Section derogates from liability that cannot be limited or excluded under law.

6. Indemnification

6.1 Each party shall indemnify the other in respect of a third-party claim arising from a breach of its obligations, up to the liability cap in Section 5.1.

6.2 Notwithstanding the foregoing, the Customer's indemnification shall be uncapped in respect of claims, fines or administrative sanctions arising from:

(a) an unsolicited marketing approach initiated by the Customer in breach of Section 30A of the Communications Law or of the rules of the "Do Not Call Me" registry;

(b) unlawful content that the Customer supplied or instructed to be sent;

7. Confidentiality

7.1 Each party shall keep confidential the other's business, technical or commercial information that is not in the public domain, and shall not use it other than for the purposes of the engagement.

7.2 The prohibition on copying applies to direct reproduction of Upperfloor's work product - prompts, logic and configurations - and does not prevent the Customer from using general know-how acquired during the engagement.

7.3 A breach of this Section shall entitle the injured party to liquidated damages of ₪15,000, without proof of damage, in addition to any other remedy. The compensation is mutual.

7.4 During the engagement and for 6 months thereafter, neither party shall knowingly approach the other's employees or contractors with an employment offer.

8. Intellectual Property

8.1 Upperfloor's platform, code, methodology and know-how are its exclusive property. The Customer's business information and its end-customer data are the Customer's property.

8.2 Configurations, prompts and logic built for the Customer are granted to it under a licence to use for the duration of the engagement only.

8.3 Upon termination of the engagement - at the initiative of either party, by agreement, or on account of a breach - the intellectual property in the prompts and the logic remains entirely with Upperfloor, and the licence expires. This does not derogate from the Customer's rights in its business information and its end-customer data under Section 8.1.

8.4 If Upperfloor ceases to operate as described in Section 11.4, the Customer shall choose, within 30 days and at no additional charge, one of the following: (a) a perpetual, non-exclusive and non-transferable licence for internal, non-commercial use of the prompts developed for it - with no right to copy or modify them or to use them in a competing service; (b) a business-logic document in Hebrew describing the stages of the conversation flow, the conditions and the qualifying questions, without the prompt texts. In the absence of a choice - alternative (b) shall apply.

9. Privacy and Data Protection

9.1 For the purposes of the Protection of Privacy Law: the Customer is the controller of the end-customer database - it determines the purposes of processing; Upperfloor is a holder (processor) of the database, processing the data on the Customer's behalf and on its instructions only.

9.2 Types of data processed: telephone numbers, names, message content and conversation excerpts, conversation data (times, statuses), email addresses provided, meeting details; and, on plans that include telephony - call recordings, their transcripts and the call data. On a purchase made through the system - the last four digits of the payment method.

9.3 Purposes of processing: automated responses, management of enquiries and meetings, production of statistics for the Customer, transcription and analysis of conversations for a summary and for the status of the enquiry, and conversion-event reporting (if enabled).

9.4 Sub-processors: cloud and storage infrastructure (AWS, Hetzner, Contabo), AI model providers (Anthropic, OpenAI), WhatsApp infrastructure (Meta), channels (Instagram, Messenger, TikTok), telephony infrastructure (Telnyx - on the relevant plans), Google Workspace, Chatwoot, n8n. Some of them store data outside Israel; the transfer is made in accordance with the Privacy Protection (Transfer of Data to Databases Abroad) Regulations, 5761-2001, and to providers holding accepted security standards. An update to the list of providers - by notice to the Customer.

9.5 Security: encryption in transit and at rest, role-based access control and the need-to-know principle, multi-factor authentication for management systems, monitoring and logging. A material security incident will be reported to the Customer without reasonable delay.

9.6 AI transparency: the Customer shall display in its business profile a transparency statement in the wording supplied by Upperfloor, shall update its own privacy policy using the disclosure addendum supplied by Upperfloor, and shall not remove or conceal the statement for as long as the agent is active.

9.7 Telephone calls (on the relevant plans): at the start of each call, notice will be given that the call is being recorded and that the end customer is entitled to receive a copy. The platform enables the Customer to locate and deliver a recording upon a consumer's request within the period prescribed by law. Responsibility for delivery to the consumer rests with the Customer as the dealer; Upperfloor will supply the recording at the Customer's request within 5 business days.

9.8 Upon termination of the engagement, end-customer data will be deleted within 90 days, or returned to the Customer at its request - except for data and recordings that are subject to a retention obligation under law, which will be retained only for the period prescribed by law.

9.9 Privacy enquiries: team@upperfloor.ai.

9.10 Service improvement: Upperfloor may use usage data and statistical insights derived from the service, in aggregated and anonymized form that does not permit identification of the Customer or of its end customers, for the purpose of improving the platform and the service. This does not derogate from Section 7.

10. Service Level

10.1 Availability target: 99%, calculated monthly, excluding planned maintenance notified in advance and faults at third-party providers.

10.2 Credits for failure to meet the target: availability of 97%-99%: a credit of 20% of the monthly retainer; 95%-97%: 35%; below 95%: 50%. The credit is the sole remedy for unavailability.

10.3 Support: Sunday-Thursday 08:00-19:00, Friday 09:00-14:00.

10.4 Planned maintenance will be carried out with at least 24 hours' advance notice.

10.5 Contact channels, response times and further service add-ons vary by plan, as detailed in the Order.

11. Term and Termination

11.1 The engagement is monthly and renews automatically. Either party may terminate it on 30 days' prior written notice.

11.2 A material breach that is not cured within 14 days of written notice entitles the injured party to terminate immediately. This right is mutual.

11.3 Telephone numbers upon termination of the engagement:

(a) A number the Customer brought with it - remains in its ownership and control, unconditionally.

(b) A number supplied by Upperfloor - will be transferred to the Customer, or to a provider on its behalf, at its request, subject to payment of the full outstanding balance and to the provider's and regulatory limitations. Upperfloor will act with reasonable cooperation to complete the transfer. If the Customer has not requested a transfer within 30 days of termination, Upperfloor may return the number to the provider.

11.4 If Upperfloor ceases to operate, it will assist, so far as possible, in an orderly transfer of the data and the connections to the Customer.

11.5 Sections 5-9 shall continue to apply after termination, for as long as they remain relevant.

12. Amendment of the Terms

12.1 Upperfloor may update these Terms on 14 days' prior notice to the Customer. Previous versions are retained and available on request.

12.2 A material update to the Customer's detriment entitles it to terminate the engagement up to the date on which the update takes effect, without penalty. Continued use after that date constitutes agreement to the update.

12.3 An existing engagement is governed by the Terms as in effect on the date the Order was signed, until an update as described above.

13. Miscellaneous

13.1 These Terms are governed by the laws of the State of Israel; exclusive jurisdiction - the courts of Tel Aviv-Yafo.

13.2 Notices shall be given in writing to the email address stated in the Order. Upperfloor: team@upperfloor.ai.

13.3 Failure to enforce a right is not a waiver of it. The invalidity of one provision shall not affect the remaining provisions.

13.4 The Customer shall not assign the agreement without Upperfloor's consent; Upperfloor may engage subcontractors and shall remain responsible to the Customer.

13.5 These Terms were drawn up in Hebrew. Any translation into another language is provided for convenience only; in the event of any discrepancy between the versions, the Hebrew version prevails.

13.6 Force majeure: neither party shall be liable for delay or non-performance arising from circumstances beyond its reasonable control, including an outage, failure or policy change at an infrastructure or platform provider on which the service depends, provided that it notified the other party promptly and acted reasonably to mitigate the effect. The timelines in Section 2 shall be extended for the duration of the impediment.

Upperfloor · Licensed Business (Osek Murshe) 558600698 · team@upperfloor.ai