Terms of Use

1. Agreement and parties

The Service is provided by UPRASET, SAS (société par actions simplifiée), registered under RCS Nanterre 834 361 016, with its registered office at 293/295 boulevard Saint-Denis, 92400 Courbevoie, France. If you use the Service on behalf of a company or other legal entity, you represent that you are authorised to bind it; “you” then refers to that entity.

The Service is intended for professional use by businesses and organisations. It is not offered to consumers.

2. Definitions

• Workspace: the isolated tenant created for a Customer in the Service.
• User: an individual invited by the Customer to use its Workspace.
• Customer Data: all data imported into, generated in or synchronised with the Workspace by the Customer or its Users, including data from Connected Accounts.
• Connected Account: a Google Workspace, Microsoft 365 or other third-party account a User links to the Service.
• AI Features: features that rely on artificial-intelligence models, including Ask Upra, summaries, enrichment, scoring, signals and Agents.
• Agents: configurable routines that observe events in the Workspace and propose or perform actions in the mode the Customer selects (suggestion, approval or autonomous).
• Credits: prepaid units purchased to cover AI usage and enrichment beyond the allowance included in a plan.
• Upranauts: Upra’s customer-success operators who provide onboarding and enablement as part of a plan.
• Trial: the free evaluation period granted to each new Workspace.

3. Accounts and eligibility

• You must provide accurate information and keep it current.
• You are responsible for your credentials and for all activity in your Workspace, including activity by your Users. Notify us promptly at support@upra.ai of any unauthorised use.
• The Customer is responsible for selecting which Users have access, their roles and permissions, and for their compliance with these Terms.
• You must be at least 18 years old to create an account.

4. Trial, plans, fees and billing

4.1 Trial

Every new Workspace starts with a 14-day Trial of the Pro plan. No payment method is required. At the end of the Trial the Workspace is limited until a paid plan is activated; Customer Data is retained for the period stated in the Privacy Policy so you can upgrade or export it.

4.2 Plans

• Pro: 25 € per User per month, excluding VAT, including the full platform and a monthly allowance of AI usage.
• Credits: AI usage and enrichment beyond the allowance are purchased as Credit packs. Credits are consumed as used, do not expire while the subscription is active, and are non-refundable once consumed.
• Enterprise: pricing, deployment model (private cloud or on-premise), security options and services are defined in an order form which prevails over these Terms in case of conflict.

Current prices are published on the pricing section of upra.ai. Promotional or annual pricing, when offered, is stated at the time of purchase.

4.3 Billing

• Subscriptions are billed monthly in advance per User. Users added during a billing period are charged pro rata; Users removed take effect at the next renewal.
• Prices exclude VAT and other taxes. VAT is applied according to the rules of the European Union; VAT-registered businesses established in another EU member state may benefit from the reverse-charge mechanism by providing a valid VAT number.
• Payments are processed by Mollie B.V. (card, SEPA direct debit or other methods offered at checkout). By subscribing you authorise recurring charges to your payment method.
• Invoices are issued electronically and available in the Workspace.
• If a payment fails, we notify you and retry. If payment remains outstanding 14 days after the due date, we may suspend the Workspace until it is settled.
• We may change prices with at least 30 days’ notice by email; changes apply from the next renewal after the notice period. If you do not agree, you may cancel before the change takes effect.

5. Cancellation and refunds

You may cancel your subscription at any time from the Workspace settings. Cancellation takes effect at the end of the current billing period; you keep access until then. Fees already paid are not refunded except as set out in the Refund & Cancellation Policy, which forms part of these Terms.

6. Availability and changes to the Service

Upra is under active development. We may add, change or remove features, and we will give reasonable notice of changes that materially reduce functionality of a paid plan. Features marked as beta or preview are provided as is and may change or be withdrawn without notice. We aim for high availability but do not guarantee uninterrupted access; planned maintenance is announced in advance where practicable. Enterprise service levels are defined in the order form.

7. Acceptable use

You agree not to, and not to allow Users to:

• use the Service in breach of applicable law, including data-protection, anti-spam and telecommunications laws in the countries where you and your contacts are located;
• send unsolicited or unlawful communications through any channel connected to the Service (email, WhatsApp, LinkedIn, SMS, Telegram, chat), or contact people who have opted out;
• upload content that is unlawful, infringing, defamatory or malicious, or that you do not have the right to process;
• attempt to access other Customers’ Workspaces, probe or test the security of the Service without written permission, or interfere with its operation;
• reverse-engineer, copy, resell or sublicense the Service, or use it to build a competing product;
• use automated means to extract data from the Service beyond the documented API and its rate limits;
• use AI Features to generate content that is deceptive, discriminatory or harmful, or to make automated decisions with legal or similarly significant effects on individuals without human review.

We may suspend accounts that breach this section, with notice where reasonably possible.

8. Customer Data and data protection

• The Customer owns its Customer Data. You grant Upra a limited licence to host, process, transmit and display Customer Data solely to provide, secure and support the Service and as instructed by you.
• For Customer Data, the Customer is the controller and Upra the processor under the GDPR. The Data Processing Agreement (available at support@upra.ai) is incorporated into these Terms.
• The Customer warrants that it has the legal right and any necessary notices or consents to import, synchronise and process the personal data it places in the Service, including the personal data of its own contacts and of Users whose Connected Accounts are synchronised.
• Our Privacy Policy describes how we handle personal data, including data received from Google and Microsoft.
• You can export Customer Data at any time in standard formats. After termination, we keep Customer Data available for export for 30 days and then delete it, except where retention is required by law.

9. Third-party services and Connected Accounts

• Connecting a Google, Microsoft or other third-party account is optional and subject to that provider’s terms and consent flow. You can disconnect at any time.
• Upra’s use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
• Upra is not responsible for the availability, changes or policies of third-party services, and a feature that depends on a third-party API may be affected by changes to that API.
• Packages and integrations built by partners are subject to their own terms, which are presented at installation.

10. AI Features and Agents

• AI Features generate suggestions, summaries, scores and drafts from your data. Output may be incomplete or inaccurate. You are responsible for reviewing AI output before relying on it or acting on it, and for the content of any message sent from your Workspace.
• The Customer configures Agents, including their mode (suggestion, approval or autonomous), permissions and spend budget, and is responsible for the actions Agents take in its Workspace within that configuration. Every proposal shows the data it relies on and can be overridden.
• AI Features do not provide legal, financial, medical or other professional advice.
• Customer Data is not used to train or improve generalised AI models. If the Customer configures its own model provider, the Customer’s agreement with that provider governs the data sent to it.
• AI usage beyond the plan allowance requires Credits; we display consumption in the Workspace.

11. Upranauts services

Each plan includes onboarding and enablement by Upranauts as described on the Upranauts page and on the pricing section at the time of purchase. Sessions are scheduled jointly during business hours, are delivered remotely unless otherwise agreed, and are intended to be used during the first months of the subscription. Enterprise customers receive the services set out in their order form. Upranauts advise and implement on the Customer’s instructions; the Customer remains responsible for its business decisions and data.

12. Intellectual property

• The Service, including its software, design, documentation, models we operate and trademarks (Upra, Ask Upra, Upranauts, the Upra logo), is owned by Upra or its licensors and protected by intellectual-property law. You receive a limited, non-exclusive, non-transferable right to use the Service during your subscription.
• You own your Customer Data and the outputs generated from it in your Workspace, subject to third-party rights in any input you provide.
• If you give us feedback or suggestions, we may use them without obligation to you.

13. Confidentiality

Each party will keep the other party’s confidential information (including Customer Data, pricing and non-public product information) confidential, use it only to perform under these Terms, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law, in which case the disclosing party gives notice where permitted.

14. Warranties and disclaimers

Upra warrants that the paid Service will perform materially in accordance with its documentation. Your exclusive remedy for breach of this warranty is that we correct the non-conformity or, if we cannot within a reasonable time, that you terminate the affected subscription and receive a refund of prepaid fees for the remaining period. Trial, beta and free features are provided as is. Except as expressly stated, the Service is provided without warranties of any kind, whether express or implied, including fitness for a particular purpose and non-infringement, to the extent permitted by law.

15. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, consequential or special damages, loss of profits, revenue, data or goodwill. Upra’s total aggregate liability arising out of or relating to the Service is limited to the fees paid by the Customer in the twelve months preceding the event giving rise to the claim. These limitations do not apply to liability that cannot be limited by law, to a party’s gross negligence or wilful misconduct, or to breaches of confidentiality or data-protection obligations to the extent such a limitation would be unenforceable.

16. Indemnification

The Customer will defend and indemnify Upra against third-party claims arising from Customer Data, from the Customer’s or its Users’ breach of section 7 (Acceptable use) or section 8 (Customer Data), or from communications sent from its Workspace. Upra will defend and indemnify the Customer against third-party claims that the Service, as provided by Upra, infringes a third party’s intellectual-property rights, provided the Customer notifies us promptly and cooperates.

17. Suspension and termination

• You may terminate by cancelling your subscription (section 5) or deleting your Workspace.
• We may suspend or terminate the Service for material breach not cured within 15 days of notice, for non-payment (section 4.3), where required by law, or where continued use would create a security risk. We may terminate for convenience with 90 days’ notice.
• On termination, your right to use the Service ends. Customer Data remains available for export for 30 days, then is deleted as described in the Privacy Policy. Sections that by their nature should survive (payment obligations, intellectual property, confidentiality, liability, governing law) survive termination.

18. Changes to these Terms

We may update these Terms. The date at the top indicates the latest version. For material changes we notify account holders at least 30 days before they take effect, by email or in the application. Continued use after that date constitutes acceptance; if you do not agree, you may terminate before the change takes effect.

19. Governing law and jurisdiction

These Terms are governed by French law. Any dispute that cannot be resolved amicably is submitted to the competent courts of Nanterre, France, without prejudice to mandatory rules that would give jurisdiction to another court.

20. Miscellaneous

• These Terms, the Privacy Policy, the Refund & Cancellation Policy, the DPA and any order form constitute the entire agreement between you and Upra regarding the Service.
• Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its assets.
• Neither party is liable for failure to perform caused by events beyond its reasonable control.
• If a provision is held unenforceable, the remainder stays in effect.
• These Terms are written in English; translations are provided for convenience and the English version prevails.

21. Contact

UPRASET
293/295 boulevard Saint-Denis
92400 Courbevoie
France
Legal: support@upra.ai
Support: support@upra.ai