Terms of Service

1. Agreement, provider, and eligibility

These Terms form a contract between Hillflare, S.A.P.I. de C.V. ("Hillflare", "NuTalk", "we", "us") and the person or entity that creates an account, accepts an order, or uses the Service ("Customer", "you"). Hillflare, RFC HIL171118IJ9, at the address below, provides NuTalk.

You must be at least 18 and legally capable. If you use NuTalk for an organization, you represent that you can bind it. You accept these Terms by creating an account, checking the acceptance box, signing an order, or using the Service.

A signed order, proposal, data-protection addendum, or agreement may add terms. If terms conflict, the more specific signed document controls for its subject.

2. The Service

NuTalk provides business software for configuring and operating AI agents, calls and recordings, WhatsApp and other messaging channels, campaigns, contacts and CRM, testing and evaluations, appointment scheduling, calendars, phone numbers, phone systems and extensions, NuTalk AiBox devices, reseller portals, integrations, APIs, and related features. Availability depends on the plan, country, providers, and configuration.

NuTalk does not replace medical, legal, financial, or emergency services and does not guarantee business results. AI agents can be wrong; the Customer must set instructions, review output, and maintain appropriate human involvement.

3. Accounts, administrators, and security

• Provide accurate information, keep it current, and protect passwords, API keys, tokens, devices, and connected accounts.
• Administrators may invite users, assign permissions, access workspace content, and configure retention and integrations for the Customer.
• You are responsible for authorized account activity and must promptly report compromised access or credentials to support@nutalk.ai.
• Do not share a personal account between people or attempt to bypass limits, access controls, tenant isolation, or security measures.

4. Customer data, contacts, and responsibilities

The Customer keeps its rights in data, content, prompts, lists, recordings, and configurations it provides ("Customer Data"). It gives Hillflare and its processors a limited license to host, copy, transmit, technically modify, and process Customer Data solely to deliver, protect, and support the Service and comply with law.

• Have rights, notices, legal grounds, and consents for uploading and processing Customer Data.
• Honor opt-outs, calling times, do-not-contact rules, and WhatsApp, SMS, voice, email, advertising, telecommunications, and consumer rules.
• Give notice of recording, transcription, and AI use and obtain consent where required.
• Do not upload sensitive data—including health data—unless necessary, appropriately protected, and supported by express written consent or a legal exception.
• Respond to requests and complaints from its own contacts when the Customer is the controller.
• Review AI responses, campaigns, appointments, transactions, and actions before using them for high-impact decisions.

5. Google Calendar and Microsoft Outlook

• Each host authorizes their own account. By connecting it, the host instructs NuTalk to check availability and create, update, or delete events tied to appointments managed through the Service.
• The host controls grants and may disconnect in NuTalk or revoke access with Google or Microsoft. Disconnecting stops new synchronization but does not automatically erase events already created in the calendar or records we must retain.
• The Customer must verify time zones, duration, availability, attendees, notifications, and synchronized events. Third-party calendars may be delayed or unavailable; NuTalk does not replace the host’s review of their calendar.
• The Customer will follow Google, Microsoft, and other connected-service terms and will not use an integration to access calendars without authorization.

6. Acceptable use

You may not use or attempt to use NuTalk, or help others use it, to:

• Violate law, privacy or intellectual-property rights, platform rules, sanctions, or export controls.
• Send spam, calls, or messages without consent; deceptively impersonate; harass, discriminate, defraud, or manipulate.
• Facilitate malware, phishing, credential theft, unlawful surveillance, child exploitation, violence, or illegal content.
• Interfere with the Service, test vulnerabilities without authorization, access another account, mass-scrape data, or evade limits.
• Present AI output as professional certainty or leave legally significant or harmful decisions without required human oversight.
• Use a person’s voice or identity without rights or consent, or conceal automation where disclosure is legally required.

7. Third-party services and providers

At your selection, NuTalk interoperates with Meta, Google, Microsoft, Stripe, Twilio, Telnyx, ElevenLabs, AI providers, carriers, CRM platforms, and other services. Their terms, policies, availability, prices, and limits also apply. You authorize the data exchange needed to run an integration.

We do not control third-party changes, suspension, rejection, quality, or failure. We may reasonably replace providers, retire an integration, or adjust a feature when a provider or law requires it.

8. Plans, charges, renewal, and cancellation

• Prices, currency, taxes, limits, credits, usage, carrier charges, and billing period are shown before purchase or in an order. Unless stated otherwise, fees exclude VAT and other taxes.
• You authorize charges expressly displayed, including usage and recurring renewal. NuTalk will not impose hidden charges or change the price during a transaction without a previously disclosed reason.
• Where a Mexican consumer subscription renews automatically, we will clearly state the period, amount, and charge date, obtain express informed consent, and send the legally required notice at least five calendar days before renewal.
• You may cancel renewal through available settings or support. The cancellation instruction is processed immediately; unless law, the offer, or an order says otherwise, paid access continues through the current term and will not renew.
• Unused credits or usage are non-refundable unless the offer or law says otherwise. Nothing limits mandatory consumer rights, including legally available refunds, credits, or compensation.
• We may suspend paid features for nonpayment after applicable notice. The Customer is responsible for charges generated by authorized users and credentials.

9. Intellectual property

Hillflare and its licensors keep all rights in NuTalk, its software, design, proprietary models, documentation, marks, and improvements. We give you a limited, revocable, nonexclusive, nontransferable right to use the Service during the term and within your plan.

You may not copy, resell, sublicense, decompile, or create derivative works from the Service except as law permits or we authorize in writing. We may use suggestions without obligation but will not disclose them as attributed confidential information.

The Customer keeps Customer Data. As between the parties and subject to third-party rights, the Customer may use output generated for it, recognizing that similar output may be generated for others and legal protection for AI content can vary.

10. Confidentiality and privacy

Each party will protect the other’s confidential information with reasonable care and use it only for the relationship. Standard exclusions cover public information, information lawfully received from a third party, independently developed information, and legally compelled disclosure.

Our Privacy Notice explains how Hillflare processes personal data. Where Hillflare acts as a processor, it will handle Customer Data under documented instructions, these Terms, and any applicable data-protection addendum.

11. Availability, changes, and beta features

We work to keep the Service available and secure, but it may be interrupted by maintenance, telecommunications, cloud, internet, providers, emergencies, or events beyond reasonable control. We do not promise uninterrupted availability unless a signed SLA says so.

We may improve or modify features. If a change materially reduces a core paid feature during the current term, we will try to give notice and a reasonable alternative. Beta, experimental, and trial features have no continuity commitment and may contain errors.

12. Suspension and termination

You may stop using the Service or cancel under the payment section. We may suspend or terminate for material breach, security risk, fraud, nonpayment, illegal use, harm to others, a provider or authority requirement, or to protect the platform. Where reasonable, we will give notice and an opportunity to cure.

On termination, the license ends. The Customer should export data before closure. We will delete or return Customer Data under the Notice, settings, applicable agreement, and legal duties. Provisions that should survive by nature—accrued payment, ownership, confidentiality, limits, and disputes—remain effective.

13. Warranties and disclaimers

We will deliver the Service with reasonable commercial care and according to its current description. Except for express warranties in an order and mandatory rights, the Service is provided “as is” and “as available.” We do not warrant that AI is accurate, that third parties deliver messages or calls, that an appointment is completed, or that the Service produces revenue or a particular result.

These exclusions do not restrict warranties, refunds, compensation, or other rights that Mexico’s Federal Consumer Protection Law or another rule does not permit a person to waive.

14. Liability

To the maximum extent permitted, neither party is liable to the other for indirect, special, punitive, or lost-profit damages from business use, and Hillflare’s aggregate liability for B2B claims will not exceed fees paid by the Customer to NuTalk during the twelve months before the event.

The cap does not apply to fraud, willful misconduct, personal injury, confidentiality duties, liability that cannot be limited, or mandatory consumer rights. Nothing excludes liability where Mexican law prohibits it.

15. Indemnity for business use

If you act as a business, you will defend and indemnify Hillflare against third-party claims caused by Customer Data, campaigns, lack of consent, unlawful use, instructions, or breach of these Terms, to the extent attributable to the Customer. Hillflare will give notice and allow a reasonable defense. This does not apply to consumers where law prohibits it.

16. Changes to these Terms

We will post the current version and date and give advance notice of material changes. Changes will not retroactively reduce rights for a paid term. If you reject a material change, you may cancel before it applies; continued use afterward is acceptance to the extent permitted.

17. Governing law and disputes

These Terms are governed by the federal laws of Mexico. For business-to-business relationships, the parties submit to the competent courts of San Pedro Garza García, Nuevo León and waive another venue based on domicile, unless a signed agreement says otherwise.

If you are a consumer, you may use Mexico’s Federal Consumer Protection Agency (PROFECO) and the competent courts available under law and your domicile; no forum choice removes mandatory rights. Before litigation, we invite you to describe the issue at support@nutalk.ai so we can try to resolve it in good faith.

18. Notices and electronic contracting

You agree to receive contractual and operational notices by email, in the Service, or through the account. Electronic records, acceptance clicks, credentials, and data messages may prove the transaction under Mexico’s Commerce Code. Keep copies of orders, invoices, and these Terms.

19. Language, contact, and entire agreement

The Spanish version controls for customers and consumers in Mexico; this English translation is for convenience. These Terms, the Privacy Notice, an order, and signed addenda form the entire agreement. Failure to enforce a right is not a waiver, and an invalid provision will be adjusted without affecting the rest.

For support, cancellations, billing questions, or complaints, use support@nutalk.ai, +52 (81) 8333-5000, or the address below. For privacy, use privacy@nutalk.ai.