1. Definitions
- Service: the Aurora Suite AI software platform and related modules, features, APIs, integrations, webhooks, voice services, and ancillary components made available by Umanize on a SaaS basis.
- Customer: the business entity entering into the contract with Umanize and using the Service for professional purposes.
- Authorized Users: employees, contractors, or representatives of the Customer authorized to access the Service on the Customer's behalf.
- Reseller: a Customer authorized, under the applicable plan or a separate agreement, to resell the Service to its own customers.
- End Customer: a customer of the Reseller that accesses or uses the Service through the Reseller within the permitted scope.
- Input: data, prompts, contact lists, documents, files, audio, configurations, scripts, knowledge bases, instructions, or other content uploaded or transmitted by the Customer or its Authorized Users.
- Output: results, classifications, transcripts, audio, texts, analyses, summaries, or other content generated or returned by the Service based on the Input.
- Third-Party Providers: third-party providers on which certain Service features may depend, in whole or in part, including AI providers, speech-to-text, text-to-speech, telecom carriers, hosting, email, and payment services.
- Workspace: a separate environment within the Customer's account, with its own agents, contacts and numbers, sharing the account's credit and billing.
- Usage Limits: technical, quantitative, or commercial limits under the subscribed plan, including users, agents, phone numbers, minutes, storage, transcripts, webhooks, calls, API requests, or other usage parameters.
2. Scope of the Agreement
2.1 For the term of the Agreement and within the limits of the subscribed plan, Umanize grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service for its internal professional purposes, except as expressly permitted for Resellers.
2.2 The Service is provided on a cloud basis and includes, within the limits of the plan, AI agents that handle conversations on the Customer's behalf by phone (inbound and outbound calls), WhatsApp, website chat and email; transcripts, summaries and analysis of conversations; automations (for example lead follow-up, reminders and recalls); appointment booking through connected calendars; phone numbers; and APIs, webhooks and integrations with third-party services. Certain channels and integrations (for example SMS, Instagram and Messenger, connected mailboxes, Shopify, WooCommerce, CRMs and the MCP server) may be available only as Beta Features or upon activation for individual accounts, in accordance with section 7.5.
2.3 The features actually available depend on the subscribed commercial plan, the Customer's technical configuration, the availability of Third-Party Providers, and applicable legal or regulatory constraints.
2.4 Certain Service features or components may be subject to additional terms, policies, addenda, or rules, including acceptable use policies, telephony-specific conditions, beta terms, or a Data Processing Agreement. Such documents supplement these Terms and, in the event of a conflict within their specific scope, shall prevail over these Terms.
3. Eligible Customers
3.1 The Service is intended exclusively for persons acting in the course of their trade, business, craft, or profession.
3.2 The Customer represents and warrants that it is not acting as a consumer.
3.3 Umanize reserves the right to reject registrations, activations, or access requests that are inconsistent with the B2B nature of the Service.
4. Registration, Acceptance of Terms, and Contract Formation
4.1 To use the Service, the Customer must create an account, provide true, complete, and up-to-date information, and accept these Terms.
4.2 The Agreement is deemed concluded when Umanize confirms the account or plan activation, or otherwise makes the Service available to the Customer on app.aurorasuite.ai.
4.3 Umanize may reject registration, upgrade, or activation requests for technical, commercial, anti-fraud, compliance, or Third-Party Provider-related reasons.
4.4 The Customer is responsible for the accuracy of the information provided during registration and for keeping it updated.
5. License and Access Rights
5.1 Subject to the subscribed plan, the Customer may use the Service solely for lawful professional purposes and in compliance with these Terms.
5.2 Except as mandatorily permitted by law or expressly authorized by Umanize, the Customer may not:
- grant third parties access to the Service outside the permitted cases;
- copy, modify, adapt, create derivative works from, decompile, or attempt to extract the source code of the Service;
- circumvent Usage Limits or technical control mechanisms;
- use the Service to develop or offer competing solutions through misuse, scraping, reverse engineering, or unauthorized access.
5.3 All rights not expressly granted remain reserved to Umanize and its licensors, if any.
6. Plans, Usage Limits, and Overage
6.1 Use of the Service is subject to the subscribed commercial plan and its related Usage Limits.
6.2 Usage Limits may include, depending on the plan, numbers of users, agents, phone numbers, call minutes, chat conversations, transcripts, storage, API requests, webhooks, integrations, or other technical and commercial parameters, including daily fair-use limits on website chat conversations.
6.3 Unless otherwise stated in the applicable plan, Usage Limits apply to the relevant billing period and do not accrue or roll over to subsequent periods. Wallet credits included in a paid plan instead follow the rollover and expiry rules set out in section 15.
6.4 Usage beyond what is included in the plan is charged to the wallet credit at the plan's prices (for example per call minute, per website chat conversation beyond those included, and WhatsApp messages at Meta's rate plus Twilio's fee, increased by 25%). Credit can be topped up manually or, if the Customer enables it, through automatic top-up within the monthly cap it sets. If the credit is insufficient, or the monthly budget set by the Customer is reached, usage-based features may stop until credit is topped up. Upgrading to a higher plan is not required. Phone numbers and Workspaces beyond those included are added as paid modules; for other Usage Limits (for example users and agents) usage beyond the limit is not allowed without a plan change.
6.5 The Customer remains responsible for monitoring Service usage by its Authorized Users and, where applicable, its End Customers.
7. Third-Party Providers and External Dependencies
7.1 The Customer acknowledges that certain Service features may depend, in whole or in part, on Third-Party Providers.
7.2 Umanize may integrate, replace, suspend, or remove Third-Party Providers or related features for technical, regulatory, security, commercial reasons, or due to decisions of such Third-Party Providers.
7.3 To the extent permitted by law, Umanize is not liable for interruptions, errors, unavailability, limitations, delays, policy changes, or feature changes attributable solely to Third-Party Providers.
7.4 The Customer agrees to comply with any technical or usage conditions applicable to specific integrations or third-party services to the extent such conditions are communicated or made available by Umanize.
7.5 Certain features may be offered on an alpha, beta, preview, early access, or otherwise experimental basis ("Beta Features"). Unless otherwise agreed in writing, Beta Features are provided for evaluation purposes, may be changed, limited, suspended, or withdrawn at any time, and may not be subject to the same levels of support, reliability, or availability as generally available features.
8. Permitted Use and Prohibited Conduct
8.1 The Customer shall use the Service lawfully, fairly, transparently, and in compliance with these Terms, applicable law, and third-party rights.
8.2 The Customer may not use the Service to:
- send spam, place abusive robocalls, run deceptive campaigns, or send unauthorized communications;
- falsify caller identity, engage in spoofing, or impersonate individuals or entities;
- conduct fraud, phishing, social engineering, or other deceptive practices;
- process or upload data, content, or contact lists without an adequate legal basis, authorization, or rights;
- distribute unlawful, defamatory, discriminatory, violent, harmful, or otherwise improper content;
- interfere with the security, integrity, or availability of the Service;
- attempt unauthorized access to Umanize's systems or those of Third-Party Providers;
- bypass technical controls, plan limits, or anti-fraud measures;
- process special categories of personal data under Article 9 GDPR, including data concerning health, or configure agents, documents or automations to collect them;
- use the Service in violation of telemarketing, privacy, telecommunications, consumer protection, or electronic communications laws.
8.3 Umanize may implement prevention, limitation, verification, or suspension measures in case of abnormal, suspicious, or non-compliant use.
8.4 Umanize is not required to proactively monitor all Input, Output, or content processed through the Service, but may remove, disable, limit, or block content, agents, configurations, phone numbers, campaigns, integrations, or accounts where it reasonably believes that they may violate the law, these Terms, third-party rights, applicable policies, or requests from authorities or Third-Party Providers.
8.5 To the extent permitted by law, Umanize may also retain, review, and disclose relevant information to competent authorities, infrastructure providers, or legitimately entitled third parties where reasonably necessary for security, fraud prevention, rights protection, complaint handling, investigations, or legal compliance purposes.
9. AI Transparency and Human Oversight
9.1 Agent templates provided by Umanize have the agent state at the start of the conversation that it is a virtual assistant. A Customer that changes the agent's instructions remains responsible for keeping that statement and for assessing whether, when, and how to give individuals further information that they are interacting with an artificial intelligence system, to the extent required by applicable law or by the relevant use case.
9.2 The Customer remains responsible for determining when human oversight, escalation to a human operator, prior validation, or subsequent review of Outputs is necessary.
9.3 Umanize does not warrant that Outputs will always be accurate, complete, error-free, or fit for the Customer's specific purposes. The Customer must verify the accuracy and suitability of Outputs before using them in sensitive contexts or where third parties may be affected.
10. Recordings, Transcripts, and Voice Data
10.1 To the extent the Service allows call recording, transcription, audio analysis, or processing of voice data, the Customer is solely responsible for verifying the lawfulness of such activities under the laws applicable in the relevant jurisdictions.
10.2 The Customer is responsible for providing required notices, obtaining any required consents, issuing lawful instructions, and ensuring valid legal grounds for the processing of personal data, recordings, transcripts, or metadata related to communications handled through the Service.
10.3 Umanize processes recordings, transcripts, and voice data solely for Service provision, security, technical support, abuse prevention, and other purposes described in these Terms, the privacy notice, and, where applicable, the Data Processing Agreement.
10.4 Unless otherwise expressly agreed, Umanize does not use Customer Input, recordings, transcripts, or Output to train general-purpose artificial intelligence models. To provide the Service, conversation content is processed by Third-Party Providers of voice and language models (for example ElevenLabs and Microsoft Azure OpenAI, and the models ElevenLabs makes available to the agents), under their respective terms and data processing agreements.
10.5 Calls handled by the agents are recorded and transcribed. By default, recordings are deleted after 6 months, including at the voice provider, and transcripts, summaries and conversation texts on all channels after 24 months; only the outcome and topic of the conversation are kept. The Customer may change these periods under Settings › Privacy and retention, from 1 to 120 months.
11. Telephony, Numbering, and Local Compliance
11.1 Where the Service includes phone numbers, inbound or outbound calling, routing, carrier services, or other telecommunications features, the Customer is responsible for complying with all applicable laws and regulations relating to electronic communications, telemarketing, caller identification, do-not-call registers, regulatory documentation, assignment and use of phone numbers, and any other local rules in the countries in which it operates.
11.2 Umanize may require the Customer to provide documents, information, statements, or checks necessary for the activation, maintenance, portability, assignment, or use of phone numbers and telephony services.
11.3 Umanize reserves the right to reject, suspend, restrict, or revoke the use of phone numbers, campaigns, or telephony features:
- in case of breach of these Terms;
- in case of suspected fraud, spam, spoofing, or other abuse;
- upon requests or complaints from carriers, competent authorities, or Third-Party Providers;
- if required documentation is not provided or compliance checks are not satisfactorily completed.
11.4 Additional phone numbers charged to the credit are suspended if the credit does not cover the monthly renewal and, after 7 days without payment, are released to the carrier: a released number may no longer be recoverable. Umanize notifies the Customer by email before release.
11.5 The Service applies technical controls that support compliance and that Umanize may change over time: calls and WhatsApp template messages initiated by the Customer require a legal basis recorded for the contact and the channel; per-contact frequency limits apply (currently 3 calls and 2 WhatsApp template messages in 7 days); anyone who writes STOP on WhatsApp or by SMS is excluded from sending on that channel; new accounts are subject to daily limits until Umanize approves their first campaign. These controls do not replace the Customer's obligations, including checking the Italian public opt-out register (Registro pubblico delle opposizioni) where applicable, which the Service does not do.
12. Accounts, Security, and Access Management
12.1 The Customer is responsible for safeguarding access credentials, managing Authorized Users, and securing its accounts.
12.2 Unless the Service expressly provides otherwise, the Customer may not share individual access credentials among multiple persons and shall ensure that each Authorized User uses only their own personal credentials.
12.3 The Customer shall adopt appropriate security measures, including, where available, multi-factor authentication, permission management, device protection, and prompt revocation of access rights that are no longer needed.
12.4 Any activity carried out through the Customer's accounts shall be presumed to have been performed by or under the responsibility of the Customer, unless the Customer proves fraudulent use not attributable to it.
12.5 The Customer must promptly notify Umanize of any unauthorized access, suspected compromise, credential loss, or security incident relating to its use of the Service.
13. Customer Content, Input, and Output
13.1 The Customer represents and warrants that it has all rights, authorizations, and legal grounds necessary to upload, use, and process through the Service any Input and any other content or data made available to Umanize.
13.2 The Customer retains ownership of its Input. For the purposes of the contractual relationship, the Customer grants Umanize the right to process such Input to the extent necessary to provide the Service, ensure security, provide support, prevent abuse, and comply with contractual and legal obligations.
13.3 Subject to applicable law or any express contractual provision, the Customer may use the Output generated by the Service at its own sole responsibility.
13.4 The Customer remains responsible for verifying the legality, correctness, adequacy, and fitness for use of any Output before putting it into production or communicating it to third parties.
14. Personal Data Protection
14.1 The processing of personal data carried out by Umanize as an independent controller is governed by the privacy notice available at app.aurorasuite.ai/privacy-policy.
14.2 Where Umanize processes personal data on behalf of the Customer as a processor, the Data Processing Agreement published at app.aurorasuite.ai/dpa governs such processing; it forms an integral part of these Terms and is accepted together with them.
14.3 The Customer remains responsible for the lawfulness of the processing activities carried out through the Service and for the instructions given to Umanize in relation to data processed on the Customer's behalf.
15. Fees, Billing, and Payments
15.1 The Customer shall pay Umanize the fees, recurring charges, and usage-based amounts set out in the subscribed plan or otherwise agreed in writing.
15.2 Fees are due according to the applicable billing cycle and, unless otherwise stated, automatically renew for successive periods of equal duration.
15.3 If an invoice is not paid, Umanize notifies the Customer by email; until payment is made, usage-based features may be suspended automatically. In the event of late payment or non-payment, Umanize may also suspend or restrict the Service, without prejudice to its right to recover all outstanding amounts and to terminate the Agreement where permitted.
15.4 Unless otherwise stated, all amounts are exclusive of VAT and any other applicable taxes, duties, or charges.
15.5 The Service may include a credit wallet that can be used for paid usage, overage, communication channels, phone numbers, or other features indicated in the plan or in the Service interface.
15.6 Minutes included in a paid plan are provided as euro credit in the wallet, equal to the included minutes multiplied by the plan's per-minute price, and are also displayed as minutes. Included credit may be used for any paid usage of the Service (for example call minutes, website chat voice, WhatsApp messages and additional phone numbers); using it for other usage reduces the call minutes available. Included credit is granted after payment of the invoice for the period. For annual plans the fee, equal to ten monthly fees, is paid in advance for the whole year and included credit is granted month by month, on the same day of each month from the start of the paid year, and only while the subscription is active. Unless otherwise stated in the plan, unused included credit remains available for three months from the start of the month or billing period to which it relates.
15.7 At the end of the rollover period, unused subscription credits expire automatically and are removed from the wallet balance through an auditable ledger adjustment shown in the transaction history.
15.8 Wallet credits purchased separately through a top-up are not subject to the expiry rule applicable to subscription credits, unless expressly stated otherwise, required by law, or resulting from a refund, chargeback, fraud, abuse, or termination of the contractual relationship in accordance with section 15.15.
15.9 When the wallet is used, credits with the nearest expiry date are consumed before credits without an expiry date. This criterion is applied to preserve, where possible, credits purchased through separate top-ups.
15.10 Cancellation, downgrade, plan change, or non-renewal of the subscription does not extend the expiry date of credits already granted, unless otherwise agreed in writing or expressly stated in the applicable plan.
15.11 Trial. Before activating a plan, the Customer may try the Service free of charge for 14 days within the limits shown in the interface (currently up to 3 test calls of up to 3 minutes each to its own number and up to 20 website chat conversations per day). When a plan is activated, a 14-day trial period may be granted once per account, with the trial credit stated in the plan (currently €5). To activate the plan the Customer provides a payment method: at the end of the trial the subscription automatically continues as a paid plan unless cancelled before the trial ends. The Customer may end the trial early, in which case the first billing period starts immediately.
15.12 Price changes. Changes to a plan's fees and usage prices apply to existing subscriptions only from the first renewal after the notice sent to the Customer by email, currently of at least 30 days; during the notice period the Customer may cancel or change plan. WhatsApp message rates reflect Meta's prices and Twilio's fee, without mark-up, and are updated when those providers change them.
15.13 Invoices are issued in accordance with applicable tax law. The Customer shall provide complete and accurate billing details, including VAT number, tax code and, for Italian Customers, the SDI recipient code or a PEC address.
15.14 Plan changes and refunds. An upgrade takes effect immediately and the difference for the remaining period is invoiced; a downgrade and a switch between monthly and annual billing take effect from the next renewal. Except where required by law, fees already paid, including annual fees, are not refundable, in whole or in part, upon cancellation, downgrade or non-use.
15.15 Credit upon termination. Wallet credit can be used only with an active or trial subscription. Upon termination of the subscription, the credit included in the plan lapses. Unused credit purchased through top-ups remains the Customer's and becomes usable again if the Customer reactivates a subscription within 12 months of termination; after that period it lapses. Credit is never refundable in cash.
16. Reseller Terms
16.1 If the applicable plan or a separate written agreement allows the Customer to act as a Reseller, the Reseller may resell the Service to its End Customers within the expressly authorized scope.
16.2 Unless otherwise agreed in writing, the contractual relationship with End Customers shall be managed by the Reseller in its own name and under its own responsibility.
16.3 The Reseller is responsible for its commercial offers, the terms applied to End Customers, the support it chooses to provide, and any representations, warranties, or promises made to End Customers.
16.4 The Reseller may not assume obligations or make commitments on behalf of Umanize unless expressly authorized in writing by Umanize.
16.5 The Reseller shall ensure that its End Customers are bound by terms and obligations at least equivalent, where relevant, to those necessary to ensure lawful use of the Service, protection of the platform, privacy and telephony compliance, and compliance with Usage Limits.
16.6 Unless otherwise agreed in writing, fees payable by End Customers shall be paid to the Reseller, and any refund, chargeback, credit, or commercial adjustment relating to the relationship between the Reseller and an End Customer shall be handled directly between those parties.
16.7 If the Reseller ceases to be authorized by Umanize, or is in breach toward Umanize to an extent that compromises Service delivery, Umanize may condition continued access to the Service by the relevant End Customers or by the Reseller on the execution of a direct contractual relationship and/or payment of any outstanding amounts due.
16.8 A Customer that uses Workspaces to manage the business of its own clients, for example an agency, remains the sole Customer vis-à-vis Umanize, is responsible for payments and compliance with these Terms across all Workspaces and, for its clients' data, acts as processor in accordance with section 1.3 of the DPA.
17. Suspension, Service Availability, and Termination
17.1 Umanize may suspend or restrict the Service, in whole or in part, with immediate effect in case of breach of these Terms, non-payment, security risk, unlawful use, abuse, fraud, requests from authorities or Third-Party Providers, or reasonable technical and maintenance needs.
17.2 Where reasonably possible, Umanize will provide prior notice or an opportunity to remedy before suspension; this shall not apply where delay would increase legal, operational, or reputational risk for Umanize or third parties.
17.3 Umanize does not guarantee uninterrupted availability of the Service. The Service may be subject to maintenance, updates, technical changes, Third-Party Provider disruption, and force majeure events.
17.4 The Customer may cancel its subscription at any time from the Aurora dashboard, with no set-up fee and no minimum term. Cancellation takes effect at the end of the billing period already paid, monthly or annual, until which the Service remains available. Umanize may withdraw from the Agreement upon at least 30 days' written notice. Umanize may terminate with immediate effect in case of material breach by the Customer.
17.5 Until the termination date the Customer may export its data using the exports available in the dashboard and the API. Within 30 days of termination, or of the Customer's written request to [email protected] if earlier, Umanize permanently deletes the Customer's data, including the Personal Data processed on its behalf, and asks its Subprocessors to delete it; copies in encrypted backups are overwritten within the following 7 days. Data that Umanize must retain by law, such as invoices, is excluded. Upon request, Umanize confirms the deletion in writing. Section 12 of the DPA also applies.
18. Intellectual Property, Indemnity, Limitation of Liability, Amendments, and Governing Law
18.1 The Service, software, documentation, interfaces, trademarks, logos, and any other materials made available by Umanize remain the exclusive property of Umanize or its respective rights holders.
18.1-bis Any comments, suggestions, ideas, enhancement requests, or other feedback provided by the Customer to Umanize regarding the Service may be freely used by Umanize for development, improvement, support, and commercialization purposes without compensation, subject to applicable law concerning personal data and confidential information.
18.2 The Customer agrees to indemnify and hold Umanize harmless from any claims, sanctions, damages, costs, or demands brought by third parties arising from unlawful use of the Service, breach of law, breach of these Terms, unauthorized Input, data processing without a sufficient legal basis, or activities carried out by the Reseller toward its End Customers, except in cases of willful misconduct or gross negligence by Umanize.
18.3 To the maximum extent permitted by law, Umanize shall not be liable for indirect or consequential damages, loss of profits, loss of opportunity, reputational harm, data loss, or business interruption. In any event, Umanize's aggregate liability under the Agreement shall not exceed the amounts actually paid by the Customer to Umanize during the twelve months preceding the event giving rise to the claim.
18.4 Umanize may amend these Terms for legal, regulatory, technical, security, or Service evolution reasons. Amendments will be published at app.aurorasuite.ai/terms and, where appropriate, notified to the Customer with reasonable prior notice. The date of the last update is shown at the top of these Terms. Price changes follow section 15.12.
18.5 These Terms shall be governed by Italian law. Any dispute relating to the validity, interpretation, performance, or termination of the Agreement shall be subject to the exclusive jurisdiction of the Court of Foggia, without prejudice to any mandatory provision of law.