Terms & Conditions

1. Parties and Acceptance

This agreement is entered into between Suplifai ("we", "the Provider"), based in Mexico City, Mexico, and the company or person who hires the services ("the Client"). It 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 sales automation, quoting, customer reactivation and marketing in the automotive industry. The services include, without limitation:

• Automated service through WhatsApp Business (through its application programming interface). For now the service works over WhatsApp. When the WhatsApp channel is mature, the other channels the Client wants (for example Instagram, web, online marketplaces such as Mercado Libre, phone calls or the counter) are added to the platform at the Client's request from the platform; their price is the one agreed in the commercial proposal.
• Real-time quoting connected to the Client's business management or inventory system.
• Follow-up of opportunities and reactivation of inactive customers.
• Administration panel and sales management dashboard.

3. License of Use

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

4. Client Obligations

• Keep its credentials confidential and notify Suplifai of any unauthorized use.
• Use the service in accordance with applicable law, including data protection rules (the Mexican Federal Law on Protection of Personal Data Held by Private Parties and, where applicable, the European Union General Data Protection Regulation or the personal data law of the Client's country, such as Law 19,628 and Law 21,719 in Chile) and anti-spam rules (for example, the United States law on unsolicited commercial email, where applicable).
• Not use the platform for unlawful, discriminatory or fraudulent purposes, or purposes that violate the rights of third parties.
• Provide truthful and up-to-date information at registration.
• Tell its end customers that service may be provided through artificial intelligence tools, and obtain the consent that applies for the use of automated messaging channels.

5. Nature of Artificial Intelligence and Human Oversight

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

• Quotes and answers are informational and for support; final validation (price, availability and fitment of the part) is the Client's responsibility.
• Suplifai designs its flows to escalate to a human agent when the AI cannot resolve with certainty.
• The Client must keep reasonable human oversight of decisions with relevant legal or economic effects for its end customers.

6. Prices, Billing and Payments

Current plan (as published on suplifai.com): $600 USD per month from month one, with 12,000 actions included and $0.05 USD per additional action; enrichment layer license at $0.05 USD per product key, active while the plan is active (new products also pay their license at $0.05 USD; see clause 7); implementation in 21 days. Adaptation phase and right to cure: the first 90 calendar days of the service are the adaptation phase. The management indicator of the Digital Collaborator is the same for all clients: that it automates, in a calendar month, at least 700 quoted parts or 10,000 actions. A quoted part is a part an end customer asks for, for one vehicle, within a conversation (the 24 hours from their first message) and that receives price, availability and branch, or the answer that it is out of stock or not in the catalog; if several brands of the same part are offered, it counts as one. Only those the Digital Collaborator does on its own count, not those a salesperson does with its help. The first month is implementation, so the indicator is measured from the second calendar month of the service. It is confirmed in writing at the first weekly meeting. If during the adaptation phase the Client sees that they are not being reached, it notifies Suplifai in writing and Suplifai has 15 calendar days to make adjustments at no additional cost. If after that period they are still not reached, the Client chooses: end the contract with no future payments or penalties, or pause billing of the monthly fee while Suplifai keeps working until they are reached (during the pause the Client keeps its right to end the contract at any time, and WhatsApp message charges continue to be billed). This right applies as long as the Client complies: attends all weekly meetings; assigns its best salesperson and a project leader with voice and decision power, preferably the person who hires the service; and follows the instructions, good-practice guidelines and management indicators of its salespeople.

Plan types. The Client hires one of two plans, as stated in its commercial proposal. Annual plan: when the first 3 months end, the contract is activated for one year with automatic renewal; it is cancelled for the end of each year with at least 30 days' notice. Subscription plan: it can be cancelled at any time with 30 days' notice.

The specific prices and conditions of the service are defined in the commercial proposal accepted by the Client. The following general conditions apply:

• Payment is in advance, monthly or for the agreed period.
• Failure to pay 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 given for partial periods of use once the service is activated.
• Prices of the published plan are stated in United States dollars; any other price, in the currency stated in the commercial proposal. Clients in Mexico are charged Value Added Tax (IVA) on top; outside Mexico no IVA is charged.
• If the Client pays in Mexican pesos, the price in pesos is the one shown on Suplifai's payment link.
• WhatsApp messages: the WhatsApp account and number belong to the Client; Suplifai provides the payment method with Meta and charges the Client $0.01 USD for each outbound message inside the conversation window (the 24 hours after the end customer's last message) and $0.05 USD outside it, unless the commercial proposal states another rate because of Meta's rates in the Client's country. The first 1,000 outbound messages inside the window in each calendar month are included in the monthly fee. Additional actions are charged only in the calendar months in which the Digital Collaborator reaches the management indicator of this clause (at least 700 quoted parts or 10,000 actions done on its own), and are not charged in the other months. Outbound messages never use up actions. If Meta changes its prices, Suplifai adjusts these rates on the same date and tells the Client from the platform.
• During October 2026 the October promotion: you put in and we match, up to $10,000 pesos (in Spanish) also applies.

7. Intellectual Property

The software, algorithms, artificial intelligence models, designs, flows, instructions to the model and any component developed by Suplifai are the exclusive property of Suplifai. The Client's data, conversations and inventories are the Client's confidential property; Suplifai uses them only to provide the contracted service and, for the non-sensitive technical facts of its catalog, for the common base of this clause.

The Client grants Suplifai a limited license to process its data for the sole purpose of operating the platform and improving the common base under the terms of this clause.

Enrichment process and enriched base. For the Digital Collaborators to work, Suplifai cleans, structures, classifies and enriches the Client's catalog, and relates it to industry standards (for example the auto parts catalog standards of the Auto Care Association: ACES, Aftermarket Catalog Exchange Standard, and PIES, Product Information Exchange Standard) and to its auto parts knowledge base. That process and its results (the enriched base, its structure, the classifications, the matches, the indexes and the internal identifiers) are the property of Suplifai and are part of the platform, which is under continuous improvement. The Client views and reviews them on the platform during the term of the contract, with the users and functions its plan includes, and requests corrections from the platform. They are used to provide the service and for the quotes and products of Suplifai that the Client hires and, for the non-sensitive technical facts, for the common base (below). They are not delivered or exported outside the platform. What that process contains of the Client's catalog remains the Client's confidential information: it is not published or shown to third parties.

What is delivered at the end. The original materials the Client delivers (base layer: files, part numbers, descriptions, prices, stock, images and brands) are and will always be its own. When the contract ends, Suplifai returns its base layer in the original state in which it was delivered, without any structure, index or match generated by Suplifai, and delivers, in an open format such as a spreadsheet, the contact data of its end customers who came through its Digital Collaborator and a record of its accepted quotes and orders (date, customer, part, quantity, price and status), so that it keeps its commercial records as the law requires. This does not include conversations, which the Client views on the platform during the term, and Suplifai deletes the rest of its information within the 90 calendar days after termination; personal data, in accordance with the Data Processing Agreement. For personal data, deleting it complies just as much as returning it.

What the charge per product key pays for. The charge per product key in clause 6 is the license to use the enrichment layer. The license is active only while the plan is active; during that time the layer works, is improved, has information added to it and is used on the platform. If the Client cancels and hires again, it pays the license again. New products the Client adds also pay their license at $0.05 USD per product key. It is not the purchase of the enrichment layer or of its information: the layer and its information belong to Suplifai, not to the Client.

Exclusive use inside the platform (closed ecosystem). Enrichment, structuring and cross-referencing data with industry standards are a proprietary technological process of Suplifai, and the resulting enriched catalog is for exclusive use inside the platform and its services. The service does not include the functionality or the right to export, download, copy or extract the enriched database through application programming interfaces, and Suplifai does not develop a data output for that. Any attempt at mass extraction of this information is considered a breach of these Terms. Cataloging follows the structure of the ACES and PIES standards with Suplifai's own and public sources; Suplifai does not have access to the Auto Care Association's subscription databases (such as its vehicle configuration database), so it does not generate official ACES or PIES files in XML format, and the service does not deliver them. What the service does include: while the contract is in force, Suplifai maintains and updates that information inside the platform, and the Client views it with the users and functions its plan includes.

Common base. Suplifai's common base is fed by external sources that Suplifai uses and by the non-sensitive technical facts of the catalogs of all its clients (which part fits which vehicle, equivalences between part numbers and the structure of their products). It is used to enrich the catalogs of all clients. The Client's prices, stock and conversations are confidential: Suplifai never uses them for other clients or shares them with third parties, nor its commercial conditions, customers or credentials. Suplifai never shows the Client's catalog to other stores, except the watermarked images of its parts, which are given to Suplifai clients that sell that brand, only to quote them and never with prices or stock; and its Digital Collaborator never offers products of other brands to its end customers. When the contract ends, the non-sensitive technical facts already integrated into the common base stay in it, because they contain no sensitive information; Suplifai does not integrate what it has not yet integrated by the date of the termination notice.

Signed agreements. If the Client and Suplifai sign an agreement that protects its information more than this clause, that agreement prevails to the extent that it protects it.

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 the contract ends.

Confidentiality exceptions. The restrictions on use, ownership and confidentiality do not apply to information, including non-sensitive technical facts, that: a) is or becomes public without fault of the recipient; b) was already in its possession before receiving it; c) it lawfully obtains from a third party without confidentiality restrictions; or d) it develops independently. These exceptions do not grant rights over protected photographs, texts, brands or databases.

9. Service Level

Suplifai commits to:

• Platform availability: 99% monthly (excludes 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 will not be liable for:

• Indirect, incidental or consequential damages or loss of business.
• Errors or inaccuracies generated by the artificial intelligence when the Client did not validate the information or did not implement the integrations correctly.
• Interruptions caused by third parties (Meta, telephone providers, the Client's business management systems).

Suplifai's maximum liability to the Client will 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

On the subscription plan, either party may end the contract with 30 days' prior written notice. On the annual plan, termination applies at the end of the current year, with at least 30 days' notice. Suplifai may end the service immediately and without liability if the Client:

• Breaches these Terms or applicable law.
• Does not 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 who does not accept the new terms may end 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 venue that may correspond to them.

15. Legal Contact

For legal notices related to this agreement:

📧 legal@suplifai.com

Response time: maximum 5 business days.