UCX Platform Cloud Service Agreement
Please read these terms carefully before using any Imagicle UCX Platform cloud service (the “Service”).
This Agreement is between the Customer (“Customer”) and Imagicle spa (“Imagicle”).
By accessing or using the Service, or by accepting the terms of this Agreement through a purchase order (“PO”) or order form that incorporates this Agreement, Customer accepts and agrees to these terms together with the Imagicle Terms and Conditions of Sale (“T&C”) published on the Imagicle website, incorporated herein by reference.
This Agreement is a Service Agreement under the T&C and governs Customer’s access to and use of the Service. It applies only to the extent Customer orders, subscribes to, or uses the Service as identified in the applicable Order Form.
In the event of any conflict or inconsistency among the documents, the following order of precedence applies (highest to lowest):
the applicable Order Form (including any special terms stated therein);
the T&C;
this Agreement;
the End User License Agreement.
For matters related to personal data processing, the applicable Data Processing Agreement shall apply as specified therein and/or in this Agreement.
1. Definitions
The following terms shall have the meanings set forth below.
“Service” means the cloud-hosted unified communications applications and services provided by Imagicle under this Agreement, as specified in the applicable Order Form.
“Customer Data” means all content, data, and information submitted to, processed by, or generated through the Service by or on behalf of Customer.
“Service Provider” means any entity that offers hosted software and services to Customer, such as web hosting, hosted applications, messaging, collaboration and platform infrastructure.
“SP End Customers” means a third-party customer of a Service Provider using the Service included in the services provided by the Service Provider.
“AI Features” means functionalities of the Service that rely on artificial intelligence or machine learning to process inputs and generate results, including but not limited to speech-to-text transcription, intent recognition, dialogue management, response generation, sentiment analysis, and routing or workflow automation.
“AI Outputs” means any output produced through AI Features, including transcriptions, classifications, responses, routing or automation suggestions, sentiment indicators, and interaction analytics.
“Prompts” means Customer-provided natural language instructions used to configure the behaviour of AI-enabled components of the Service.
“Third-Party AI Providers” means third-party providers of AI/ML components used by the Service.
“Digital Channels” means third-party digital messaging platforms made accessible by the Smartflows service, including but not limited to WhatsApp, Facebook Messenger, Apple Business Chat, Telegram, SMS, web chat, and email.
“Order Form” means any purchase order, order form, quote, or statement of work identifying the specific Service(s) purchased by Customer.
2. Service Scope
The Service consists of unified communications applications delivered from the Imagicle Cloud. The specific services subscribed to by Customer are identified in the applicable Order Form. The Service may include one or more of the following:
2.1 Call Center and Attendant Console
A flexible and powerful Call Center and Attendant Console solution, providing ACD and IVR for inbound routing and an agent client for call management, including Caller ID resolution via Contact Management capabilities.
Supervisor interface for real time and historical dashboard and reports.
2.2 Recording
Recording engine to capture voice and digital interactions for different calling and collaboration platforms, providing built-in search & replay access with multi-level administration.
2.3 Virtual Receptionist
A configurable conversational voice assistant that handles inbound interactions and routes calls or provides answers in multiple languages. Through a web interface, Customer can configure behaviour using natural-language Prompts, manage contact lists and knowledge content (e.g., FAQs/topics), and optionally integrate the service with third-party systems and workflows.
The service leverages Third-Party AI Providers for speech-to-text transcription, audio synthesis, and intent recognition.
2.4 Smartflows
A multi-channel customer interaction automation service enabling rapid automation of customer journeys across voice and Digital Channels. A drag-and-drop flow builder allows Customer to build and launch flows that work across channels and backend systems.
The service leverages Third-Party AI Providers for speech-to-text transcription, intent recognition, and response generation.
Imagicle is not responsible for Customer Data once it leaves the Imagicle Cloud for a third-party Digital Channel platform. Customer using one or more Digital Channels is subject to the terms and conditions of the respective Digital Channel third-party vendor, and acknowledges that such vendor may have access to data exchanged through their platform.
2.5 Voice Analytics
A transcription and analysis service for voice conversations. The service processes recordings from the Imagicle Recording service, generating AI-powered transcriptions and analytics including sentiment analysis and interaction insights.
2.6 Call Analytics
Collect, process and provide analytics and reports on calls on Customer calling platform.
2.7 Digital Fax
Cloud virtual fax services to provide each user sending and receiving capabilities via multiple interfaces (like email, web) and integrating with Customer calling platform for PSTN access.
2.8 Cloud Platform Shared Services
Common platform capabilities that may be used across multiple services, including SSO, directory synchronization, cloud licensing, telemetry, and presence, as governed by the Imagicle Cloud Platform Shared Services Agreement, incorporated herein by reference.
3. Deployment Options
The Service is available as Public Cloud Service via the Internet for both web interface and voice interactions, through shared computing resources (multi-tenant)
The following applications of The Service can also be deployed with a Dedicated Cloud option, if ordered in the applicable Order Form:
Call Center and Attendant Console – operator console for call management and routing
Call Recording – recording and retrieval of voice calls
Digital Fax – cloud-based fax transmission and reception
Call Analytics – reporting and analytics on call traffic and performance
With Dedicated Cloud, such applications of The Service are provided through a private connection and dedicated tenant with computing and database resources for each Customer.
The private peering connection can be established through:
VPN – standard site-to-site IPSec virtual private network to the Service instance in the Imagicle Cloud
SD-WAN – adding the Service as an additional node of the Customer virtual WAN
Equinix – dedicated links from Customer premises to the Service instance via Equinix Cloud Exchange
In any peering mode, Customer is responsible for the corresponding premises equipment and any third-party agreements (including Equinix). Customer may also leverage their networking partners to establish the private peering connection (Partner Connect model).
The Service is operated via Amazon Web Services (AWS) instances in US, Europe, and Middle East, based on Customer’s choice.
4. AI-Enabled Functionality
4.1 Nature of AI Outputs
Certain components of the Service include AI Features, which may be provided by Imagicle and/or Third-Party AI Providers. AI Features may be used to perform functions such as speech-to-text transcription, intent recognition, dialogue management, response generation, call routing and workflow automation, and sentiment analysis.
Customer acknowledges that AI Outputs are generated through statistical and probabilistic methods and may be inaccurate, incomplete, or may vary depending on context, configuration, audio quality, language, accents, background noise, and similar inputs.
Customer is solely responsible for verifying AI Outputs as appropriate for the intended use, and shall not rely on AI Outputs as the sole basis for decisions producing legal or similarly significant effects on individuals.
4.2 Customer Responsibility for AI Configuration
Where the Service permits Customer to configure AI behaviour (including through Prompts, uploaded knowledge content, FAQs, topics, or integrations), Customer is responsible for the accuracy, lawfulness, and appropriateness of:
Prompts and natural language instructions;
Uploaded FAQs, topics, and knowledge content;
Integrations and actions triggered by the Service;
Design of escalation processes to human agents for sensitive or complex cases.
4.3 EU AI Act – Role Allocation
Customer acknowledges that the Service includes AI Features and that Imagicle provides the underlying technology. Where Customer determines the intended purpose and configures the Service (including via Prompts, content, and integrations), Customer acts as the deployer of the AI system within the meaning of the EU AI Act (Regulation (EU) 2024/1689) and applicable national implementing legislation.
Customer is responsible for its configuration and use of AI Features, including providing any required end-user notices and disclosures, obtaining any required consents, and complying with applicable laws (including the EU AI Act as applicable).
Customer shall not use any AI Feature for the following purposes, unless expressly agreed in a separate written addendum signed by both parties:
Employment-related decisions, including recruiting, screening, or evaluation of individuals;
Creditworthiness or insurance eligibility decisions;
Medical diagnosis, triage, or emergency response;
Other safety-critical or high-risk contexts as defined under the EU AI Act.
5. Use of Service
Subject to this Agreement, Imagicle will provide Customer with a subscription to access and use the Service solely for Customer’s internal business operations in accordance with the Documentation.
Customer may not sublicense or transfer these rights except as permitted under the Assignment section of this Agreement and the T&C.
Customer shall pay the subscription fees for the Service as set forth in the applicable Order Form. Customer’s access to and use of the Service is subject to Customer’s compliance with this Agreement and Customer’s receipt and use of applicable access credentials provided by Imagicle.
Customer acknowledges that its acquisition of a subscription to the Service was not made in reliance on any expectation that the Service will include additional functionality in the future, or on any statements made by Imagicle regarding possible future functionality.
Customer will be solely responsible, at its own expense, for acquiring, installing, and maintaining all hardware, software, and other equipment necessary to connect to, access, and use the Service. Customer acknowledges that the operation of the Service may be dependent on the networks, services, and facilities of third parties (e.g., telecommunications providers), and that Imagicle has no responsibility or liability for service failures arising from the failure of such third-party networks, services, or facilities.
6. Support and Updates
Imagicle will provide support for the Service as set forth at http://www.imagicle.com/support and in the applicable Order Form.
Imagicle may provide updates, modifications, or improvements to the Service and Documentation from time to time. Earlier versions of the Service and Documentation may no longer be accessible following an update.
7. Datacenter and Service Availability
The Service is hosted on Amazon Web Services (AWS) infrastructure in US, Europe, and Middle East, based on Customer’s choice. All facilities used to store and process applications and Customer Data adhere to industry-standard security practices.
Imagicle has implemented industry-standard systems and procedures to: (i) ensure the security and confidentiality of applications and Customer Data; (ii) protect against anticipated threats or hazards to the security or integrity of applications and Customer Data; and (iii) protect against unauthorized access to or use of applications and Customer Data.
For services that support it, Imagicle operates a high availability model with call processing, database, and web UI components deployed across at least two availability zones within the same AWS region.
Imagicle’s service availability commitment and any related service credits are set forth in the Service Level Agreement (“SLA”) available at https://www.imagicle.com/legal-terms/sla, incorporated herein by reference. Capitalized terms used but not defined in this Agreement (including “Service Availability”, “Available”, “Exceptions”, “Scheduled Maintenance”, “Service Period”, and “Service Credits”) shall have the meanings set forth in the SLA.
Service Credits (if any) are Customer’s sole and exclusive remedy for Imagicle’s failure to meet the Service Availability target. In the event of any conflict between this Agreement and the SLA, this Agreement shall prevail unless the Order Form expressly states that the SLA prevails.
8. Personal Data Processing
With regard to the European Union’s General Data Protection Regulation (“GDPR”), Customer acts as a Controller and Imagicle acts as a Processor in connection with the processing of personal data through the Service.
Such processing is governed by the Imagicle Data Processing Agreement (“DPA”) available at https://www.imagicle.com/legal-terms/data-processing-agreement, incorporated herein by reference. The DPA includes the list of sub-processors authorized by Customer, the applicable transfer mechanisms for international data transfers, and the obligations of Imagicle as processor.
9. Termination
Customer’s ability to access or use the Service may be automatically disabled upon the expiration or termination of Customer’s subscription. The Service may include technological means of determining compliance with this Agreement and disabling the Service in the event of breach or termination.
Upon termination or expiration of the subscription, Customer Data will be handled in accordance with the DPA and the applicable Order Form.
10. Indemnifications
Customer agrees to indemnify, defend and hold Imagicle and its affiliates, officers, agents, employees, service providers, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) Customer Data or content; (b) Customer’s or its users’ use of the Service; or (c) Customer’s breach of this Agreement.
Imagicle may participate in the defense of any indemnifiable claim with counsel of its choosing at its own expense; provided, however, that if Customer fails to provide a defense, such legal fees shall be at Customer’s expense. Customer will not enter into the settlement of any indemnifiable claim without the prior written consent of Imagicle, not to be unreasonably withheld.
Imagicle will not be liable for any damages in connection with or relating to: (a) Customer’s failure to obtain necessary consents from third parties to access and/or process Digital Channel data; or (b) Customer’s use and/or processing of data exchanged through Digital Channels.
11. Assignment and Service Provider Use
Subject to this Agreement and the T&C, and during the subscription term, Customer may use the Service and integrate the Service into any application that has material value independent of the Service (e.g., Managed Services and Telecommunications providers).
In such a case, Customer acting as a Service Provider may sublicense or transfer these rights to its SP End Customers, provided that: (a) Customer remains fully responsible for compliance with this Agreement and the T&C; (b) Customer ensures that each SP End Customer is bound by written terms at least as protective of Imagicle as this Agreement; and (c) Customer shall be liable for any acts or omissions of SP End Customers as if they were Customer’s own.
12. Acceptable Use Policy
The Service may not be used in any illegal, abusive, or other manner that interferes with the business or activities of any other party. The following are examples of prohibited uses (this list is not exhaustive):
Attempting to bypass or break any security mechanism on any of the Services, or using the Services in any manner that poses a security or service risk.
Testing or reverse-engineering the Services to find limitations, vulnerabilities, or to evade filtering capabilities.
Launching or facilitating, whether intentionally or unintentionally, a denial-of-service attack on any of the Services or any conduct that adversely impacts the availability, reliability, or stability of the Services.
Transmitting any material that contains viruses, trojan horses, worms, or any other malicious, harmful, or deleterious programs.
Engaging in any unsolicited advertising, marketing, or other activities in violation of anti-spam laws and regulations.
Using the Services to engage in fraudulent activity with respect to third parties.
Violating or facilitating the violation of any local or foreign law, including laws regarding the transmission of data or software.
Transmitting any material that infringes the intellectual property rights or other rights of third parties.
Transmitting any material that is libelous, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity.
If Customer becomes aware that any application, project, or Customer Data violates this Acceptable Use Policy, Customer will immediately suspend or remove the relevant content. If Customer fails to do so, Imagicle may request that Customer comply within twenty-four (24) hours, after which Imagicle may disable the application, data, or account until the violation is corrected.