Terms & Conditions

1. Parties and Acceptance

This agreement is entered into between Suplifai ("we", "the Provider"), domiciled in Mexico City, Mexico, and the company or person that contracts the services ("the Client"). This is a contract of adhesion: by registering on the platform, checking the acceptance box, or using any of our services, the Client agrees to be bound by these Terms. If you do not agree, you must not use the service.

2. Description of the Service

Suplifai provides AI-based "Digital Collaborators" for the automation of sales, quoting, re-engagement, and marketing in the automotive industry. The services include, without limitation:

• Automated attention via WhatsApp Business API, Instagram, and Web.
• Real-time quoting connected to the Client's ERP or inventory system.
• Opportunity follow-up and re-activation of inactive customers.
• Control panel (backoffice) and Kanban board for commercial management.

3. License of Use

Suplifai grants the Client a limited, non-exclusive, non-transferable, and revocable license to access and use the platform during the term of the contract. Sublicensing, reselling, modifying, or reverse-engineering the software is prohibited.

4. Client Obligations

• Keep credentials confidential and notify Suplifai of any unauthorized use.
• Use the service in accordance with applicable law, including data-protection regulations (Mexico's LFPDPPP) and anti-spam rules (CAN-SPAM, GDPR where applicable).
• Not use the platform for unlawful, discriminatory, or fraudulent purposes, or in a way that violates third-party rights.
• Provide truthful and up-to-date information at registration.
• Inform its end customers that attention may be provided through AI tools, and obtain the corresponding consent for the use of automated messaging channels.

5. Nature of the AI and Human Oversight

The Client acknowledges that the Digital Collaborators are probabilistic Artificial Intelligence systems: they generate responses and quotes on an assisted basis and may contain errors or inaccuracies ("hallucinations").

• Quotes and responses are informational and supportive in nature; final validation (price, availability, and part compatibility) rests with the Client.
• Suplifai designs its flows to escalate to a human agent when the AI cannot resolve with certainty.
• The Client must maintain reasonable human oversight over decisions with material legal or economic effects on its end customers.

6. Pricing, Billing, and Payments

Service pricing is defined in the commercial proposal accepted by the Client. The following general conditions apply:

• Payment is made in advance, monthly, or as otherwise agreed.
• Non-payment for more than 10 business days may result in suspension of the service.
• Suplifai reserves the right to adjust prices with 30 days' prior notice.
• No refunds are issued for partial usage periods once the service has been activated.
• All prices are expressed in Mexican pesos (MXN) plus VAT, unless otherwise stated.

7. Intellectual Property

The software, algorithms, AI models, designs, flows, prompts, and any component developed by Suplifai are the exclusive property of Suplifai. The Client's data, conversations, and inventory are the confidential property of the Client; Suplifai uses them solely to provide the contracted service.

The Client grants Suplifai a limited license to process its data for the sole purpose of operating the platform.

8. Confidentiality

Both parties agree to keep strictly confidential all commercial, technical, or customer information shared during the contractual relationship. This obligation remains in force for 3 years after termination of the contract.

9. Service Level (SLA)

Suplifai commits to:

• Platform availability: 99% monthly (excluding scheduled maintenance).
• Response time for critical incidents: maximum 4 business hours.
• Notice of scheduled maintenance at least 48 hours in advance.

10. Limitation of Liability

To the extent permitted by law, Suplifai shall not be liable for:

• Indirect, incidental, or consequential damages, or loss of business.
• Errors or inaccuracies generated by the AI where the Client failed to validate the information or did not implement the integrations correctly.
• Interruptions caused by third parties (Meta, telephony providers, the Client's ERPs).

Suplifai's maximum liability to the Client shall not exceed the amount paid for the service in the last 3 months. Nothing in these Terms limits liabilities that cannot be excluded under applicable law.

11. Data Protection

With respect to the data of the Client's end customers, the Client acts as Controller and Suplifai as Processor. Processing is governed by our Privacy Notice and our Data Processing Agreement (DPA), which form an integral part of these Terms.

12. Termination

Either party may terminate the contract with 30 days' prior written notice. Suplifai may terminate the service immediately and without liability if the Client:

• Breaches these Terms or applicable law.
• Fails to pay within the grace period.
• Uses the platform for fraudulent or unlawful activities.

13. Changes to these Terms

Suplifai may modify these Terms by notifying the Client at least 30 days in advance by email. Continued use of the service after the effective date constitutes acceptance. A Client that does not accept the new terms may terminate the contract without penalty within the notice period.

14. Governing Law and Jurisdiction

This agreement is governed by the laws of the United Mexican States. For any dispute, the parties submit to the jurisdiction of the competent courts of Mexico City, waiving any other jurisdiction that might correspond to them.

15. Legal Contact

For legal notices related to this agreement:

📧 legal@suplifai.com

Response time: maximum 5 business days.