Last Updated: October 15, 2025
This Online Service Agreement ("Agreement" or "OSLA") governs the access and use of the Unicall.ai AI Voice Automation Platform. By executing an Order Form referencing this Agreement or by continuing to use the Services, the Customer agrees to be legally bound. This document is incorporated into every Order Form unless expressly superseded. In case of conflict, the hierarchy is: (1) Order Form → (2) OSLA → (3) Online Schedules/Annexes.
Table of Contents
1. Definitions
"Unicall" means Unicall.ai Corp., a Delaware corporation with principal address 1007 N Orange St., Wilmington, DE 19801 USA.
"Customer" means the contracting organization executing an Order Form.
"Services" means the hosted AI voice automation platform, including call routing, ASR/LLM processing, telephony, dashboards, and connectors.
"Order Form" means a binding commercial schedule referencing this OSLA.
"Customer Data" means voice, text, metadata, logs or any data submitted into the Service by Customer.
2. Grant of Rights
Subject to full payment of all applicable fees, Unicall.ai grants Customer a revocable, non-exclusive, non-transferable right to access the Services solely for internal lawful business use. No rights are granted other than those expressly stated.
3. Intellectual Property
Unicall.ai retains sole ownership of all intellectual property including software, models, prompts, connectors, UI/UX flows, and derivatives thereof. Nothing herein conveys title or license beyond the scope of Section 2. Reverse engineering, model extraction, or creation of competitive services is strictly prohibited.
4. Fees, Billing & Overage
Fees are payable as stated in the Order Form. Subscription renews automatically unless terminated under accordance with Sections 5 and 6. Usage beyond plan limits (calls, voice minutes, retention, languages) is billable at agreed overage rates. Invoices are Net 30. Failure to pay undisputed amounts may result in suspension or restricted access as described in Annex C (Late Payment).
5. Term & Renewal
Term commences on the Effective Date of the Order Form. Unless otherwise stated, renewal is automatic for successive equal terms. Termination requires written notice at least thirty (30) days pre-renewal.
6. Termination for Cause
Either Party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination: access ceases and data retention rules in Part 2 apply.
7. Confidentiality
Each Party agrees to maintain confidentiality using no less than reasonable care and to use confidential information solely for contract performance. Obligations survive five (5) years beyond termination.
8. Warranties & Disclaimers
Unicall.ai represents that Services shall operate materially as documented. However, Services are provided "AS IS" and "AS AVAILABLE". No warranty applies to AI output accuracy, third-party carrier dependency, beta features, or customer misconfiguration.
9. Limitation of Liability
To the fullest extent permitted by Delaware law, Unicall.ai's aggregate liability shall not exceed the total subscription fees paid in the six (6) months preceding the claim. Neither Party shall be liable for indirect, incidental, punitive or consequential losses.
10. Governing Law & Dispute Resolution
This Agreement shall be governed exclusively by the laws of the State of Delaware. Any dispute shall follow sequentially: (i) negotiation (15 days), (ii) mediation (30 days, AAA rules), (iii) binding arbitration before the AAA. Proceedings are confidential. No class actions permitted.
11. Modification of Online Terms
Unicall.ai may update this OSLA from time to time. No update may materially reduce Customer rights or security commitments during an active term. Customer may object in writing within thirty (30) days, failing which the update is deemed accepted.
1. Role of the Parties
Customer acts as Data Controller. Unicall.ai acts as Data Processor.
2. Processing Purpose
Voice automation, call handling, transcription, routing, analytics, and system diagnostics.
3. Security Controls
4. Sub-Processors
Unicall.ai may use approved cloud/telephony/LLM vendors. Any new material sub-processor triggers a fifteen (15)-day notice period.
5. Retention & Deletion
Default: recordings 14 days, transcripts 90 days, logs 30–90 days, subject to tier-based variations as detailed in Annex A and Annex B. At termination Customer may request export or deletion within thirty (30) days.
6. Data Subject Rights
Unicall.ai provides reasonable support for DSAR execution where technically feasible.
7. Audit Rights (restricted)
Virtual audits only, once per twenty-four (24) months, max one business day, documentation review only.
1. Uptime Commitment
99.5% monthly availability. Scheduled and emergency maintenance excluded.
| Uptime | Service Credit |
|---|---|
| 97.5–99% | 5% |
| 95–97.49% | 10% |
| <95% | 20% (maximum) |
2. Incident Response Targets
P1 <4h · P2 same day · P3 <24h · P4 <72h
3. Exclusive Remedy
Service credits under this SLA constitute Customer's sole and exclusive remedy.
Customer shall not use the Services for:
Unicall.ai may suspend access in case of material breach.
The following annexes are provided for reference and can be expanded below.
This Data Processing Addendum ("DPA") supplements and forms part of the Unicall.ai Online Service Agreement ("OSLA") executed between Unicall.ai Corp. ("Processor" or "Unicall") and the contracting Customer ("Controller" or "Customer") where Customer Data includes Personal Data as defined under applicable Data Protection Laws.
1. Definitions
"Personal Data" — Any information relating to an identified or identifiable natural person processed by Unicall.ai on behalf of Customer.
"Processing" — Any operation performed on Personal Data, including storage, transmission, analysis, transcription or deletion.
"Data Protection Laws" — GDPR, CCPA/CPRA (where applicable), UK GDPR, and other applicable privacy legislation.
"Sub-Processor" — Any third-party engaged by Unicall.ai to process Personal Data.
"Security Incident" — A confirmed breach leading to accidental or unlawful destruction, loss, alteration or unauthorized disclosure of Personal Data.
2. Roles & Relationship
Customer is the Data Controller. Unicall.ai is the Data Processor, processing Personal Data solely to provide the Services and on documented instruction. Unicall.ai may not sell Personal Data or use it for advertising, profiling, or model training.
3. Processing Purpose
Call routing, speech-to-text transcription, LLM inference, sentiment/intent classification, dashboards, analytics, quality assurance, debugging, reliability improvement, storage/retrieval of call history.
4. Retention & Deletion
Call audio 14 days, transcripts 90 days, logs/analytics 30–180 days depending on tier, backups 30–90 days. Upon termination or request, data deleted/anonymized within 30 days.
5. Security & Safeguards
TLS 1.2+ in transit, AES-256 at rest, access governance, secret management, tenant isolation, vulnerability and pen tests, continuous improvement.
6–14. Sub-Processors, International Transfers, Data Subject Rights, Security Incident Response, Audit Rights, Term & Survival, Liability, Governing Law — all governed per OSLA and Delaware law.
Monthly uptime target 99.5% (excluding permitted downtime). Uptime = 1 - (Unplanned Downtime / Total Minutes). Permitted downtime includes scheduled maintenance, emergency patches, upstream provider outages, Customer misconfigurations, force majeure, and beta features.
Planned maintenance receives 48-hour notice. Service credits apply to next invoice: 99.5–97.5% = 5%, 97.49–95% = 10%, <95% = max 20%. Claims within 10 business days.
SLA excludes carrier outages, LLM/ASR vendor issues, Customer network restrictions, unauthorized modifications, beta features, force majeure.
Recurring fees per Order Form. Monthly prepay invoicing unless otherwise agreed. Auto-renews unless terminated per OSLA. Usage exceeding allocations billed per telemetry, invoiced monthly in arrears, payable Net 30.
Optional services include additional call capacity, extended retention, extra languages/voices, advanced analytics, warm transfer, extra agents, dedicated support. Fees exclude VAT/GST/duties.
Late beyond 7 days may trigger usage caps; 30-day overdue may lead to suspension. Subscription/setup fees non-refundable where allowed.
Documented information security program covering governance, access, incident response, vendor assessments. AES-256 (or equivalent) at rest, TLS 1.2+ in transit. RBAC, MFA, least-privilege, logging, reviews.
Application security: peer reviews, secure coding, CI/CD gating, automated scanning, regular vulnerability scans, pen testing. Observability with authentication, routing, LLM/ASR pipeline monitoring.
Backups/recovery support continuity. Breaches trigger prompt notification and cooperation aligned with SLA severity. Delaware law governs per OSLA.
Procedures for modifying scope, pricing, technical configurations post-signature. Change Requests (CRs) must include scope, pricing, timeline, acceptance tests, SLA suspension details; binding only after approval.
Mid-term upgrades billed immediately/prorated. OSLA terms evolve with notice; material changes need 30-day notice plus objection window. Document precedence: Order Form/CR → OSLA → Annexes. Delaware law governs.
