1. Introduction

These Terms of Service ("Terms") govern your use of the website umera.uk ("Website") and the services provided by Umera AI ("Umera", "we", "us", or "our"). By accessing the Website or engaging our services, you agree to be bound by these Terms in full. If you do not agree with any part of these Terms, you should not use the Website or our services.

Umera AI is an artificial intelligence automation agency registered in England. Our registered contact email is contact@umera.co.uk.

These Terms apply to all visitors, clients, and users of the Website and our services. Any separate agreement signed between you and Umera (such as a service proposal or contract) will take precedence over these Terms where there is a conflict.

2. Services

Umera builds and maintains bespoke AI voice agents and chat agents for estate agents, property managers, and other businesses. Our services include:

• Discovery and scoping. We conduct a deep dive into your business operations, workflows, and communication needs to design the right solution.
• Bespoke build. We build your AI agent from scratch, configured to your specific tools, tone of voice, and business processes. Typical build timelines run 2 to 3 weeks.
• Deployment and testing. We deploy the agent into your live environment and run thorough testing before handover.
• Ongoing maintenance. We monitor, maintain, and improve your agent continuously as part of the monthly retainer. This is not a build and walk away service.

All services are delivered on a monthly retainer basis. The scope, pricing, and deliverables for your specific engagement will be set out in your service proposal or agreement.

3. Your Obligations

To allow us to deliver the best possible service, you agree to:

• Provide accurate information. Supply truthful, complete, and up to date information about your business, operations, and requirements during onboarding and throughout the engagement.
• Cooperate during the build. Respond to requests for access, approvals, and feedback within a reasonable timeframe. Delays in cooperation may extend delivery timelines.
• Maintain access. Ensure we have the necessary access to your third party tools, platforms, and systems (such as your CRM, calendar, phone system, or messaging platforms) for the duration of the engagement.
• Pay on time. Settle all invoices by the due date specified in your agreement or as outlined in Section 5 below.
• Use services lawfully. Do not use our services for any purpose that is unlawful, fraudulent, or harmful. You are responsible for ensuring your use of our AI agents complies with all applicable laws and regulations.

4. Intellectual Property

All intellectual property rights in the AI agent systems, workflows, automations, code, and methodologies developed by Umera remain the property of Umera AI. This includes the underlying architecture, logic, prompts, and configurations that power your agent.

You retain full ownership of your data. This includes your business data, client records, communications, and any content processed by your AI agent. We do not claim any rights over your data at any time.

During the term of your engagement, we grant you a non exclusive, non transferable licence to use the AI agent we build for you, solely for the purpose described in your service agreement. This licence continues for as long as your retainer is active and in good standing.

All content on the Umera website, including text, graphics, logos, and design, is owned by Umera AI and protected by intellectual property laws. You may not reproduce, distribute, or modify any content from the Website without our prior written permission.

5. Payment Terms

Our services are billed on a monthly retainer basis. The specific retainer amount for your engagement will be set out in your service proposal or agreement.

• Implementation fee. A one time implementation fee covers the discovery, build, testing, and deployment of your AI agent. This fee is due before work begins.
• Monthly retainer. The retainer covers ongoing maintenance, monitoring, and improvement of your AI agent. The retainer begins on the date your agent goes live.
• Invoicing. Invoices are issued monthly at the start of each billing period.
• Payment terms. All invoices are due within 14 days of the invoice date (net 14), unless otherwise stated in your agreement.
• Late payment. If payment is not received within 14 days of the due date, we reserve the right to suspend your AI agent until the outstanding balance is settled. We may also charge interest on late payments at 4% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• Currency. All prices are quoted in British pounds sterling (GBP) unless otherwise agreed.

6. Service Level

We take the reliability of your AI agent seriously. Our commitment to you:

• Continuous improvement. We actively monitor your agent and make improvements based on real usage patterns, edge cases, and feedback. Your agent gets better over time.
• Reasonable uptime. We use commercially reasonable efforts to maintain the availability of your AI agent. While we cannot guarantee 100% uptime, we aim for high availability across all systems.
• Scheduled maintenance. Where planned maintenance is required that may affect your agent, we will provide reasonable advance notice.
• Third party dependencies. Your AI agent relies on third party platforms and APIs (such as your CRM, phone system, or messaging platform). We are not responsible for outages, changes, or service interruptions caused by these third party providers.
• Issue resolution. If you experience a problem with your agent, contact us at contact@umera.co.uk and we will respond within one business day.

7. Limitation of Liability

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

Subject to the paragraph above, our total aggregate liability to you in connection with these Terms or our services shall not exceed the total fees paid by you to Umera in the 12 months immediately preceding the event giving rise to the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including (without limitation) loss of profits, loss of revenue, loss of business, loss of data, or loss of goodwill, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise, even if we have been advised of the possibility of such damages.

We do not guarantee that the AI agents we build will achieve any particular outcome, conversion rate, or business result. The effectiveness of the agent depends on factors including the accuracy of the information you provide, the volume of enquiries your business receives, and the specific configuration of your workflows.

We are not liable for any loss or damage resulting from your failure to maintain adequate backups of your own data, or from unauthorised access to your systems that is not caused by our negligence.

8. Termination

Either party may terminate the service agreement by providing 30 days' written notice to the other party. Written notice may be sent by email to the contact address specified in your agreement.

• Effect of termination. Upon termination, we will deactivate your AI agent at the end of the notice period. You remain liable for all fees incurred up to and including the final day of the notice period.
• Data return. Following termination, we will make your business data available for retrieval for a period of 30 days. After this period, we will securely delete all data associated with your engagement, unless we are required by law to retain it.
• Immediate termination. We reserve the right to terminate your service immediately and without notice if you breach any material term of these Terms, fail to pay outstanding invoices after receiving a written reminder, or use the service for unlawful purposes.
• Survival. Sections relating to intellectual property, limitation of liability, confidentiality, and governing law will survive termination of these Terms.

9. Confidentiality

We treat all information you share with us during the engagement as confidential. This includes your business data, operational workflows, client records, pricing information, and any other proprietary information disclosed to us.

We will not disclose your confidential information to any third party without your prior written consent, except where disclosure is required by law, regulation, or a court order.

Our confidentiality obligations do not apply to information that is already publicly available through no fault of ours, was already known to us before you disclosed it, was independently developed by us without reference to your confidential information, or was received from a third party who had the right to disclose it.

We may reference your business name and a general description of the services we provide to you in our marketing materials and case studies. If you do not wish to be referenced, let us know and we will respect that preference.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

11. Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, business practices, or legal requirements. When we make changes, we will update the "Last updated" date at the top of this page.

For active clients, we will provide notice of any material changes to these Terms via email at least 14 days before they take effect. Your continued use of our services after the changes take effect constitutes your acceptance of the updated Terms.

We encourage you to review this page periodically to stay informed about our terms.

12. Contact

If you have any questions about these Terms, please contact us:

• Email: contact@umera.co.uk
• Website: umera.uk