GENERAL TERMS AND CONDITIONS OF SERVICE

IDONIA TECHNOLOGIES

I. NATURE OF THE CONTRACT AND STRICT ACCEPTANCE

This document constitutes an adhesion contract. By requesting, approving, or paying for any consulting, auditing, systems architecture design, or automation service from IDONIA Technologies (hereinafter, "IDONIA"), the Client agrees to be bound in full, unconditionally, and irrevocably to these Terms and Conditions.There are no exceptions, verbal agreements, or modifications to this document unless they are in writing and signed by a legal representative of IDONIA. If the Client does not agree with these terms, IDONIA reserves the right not to provide the service.

II. CONTRACTING METHODOLOGY (THE TWO PHASES)

To protect the quality of our engineering and ensure project success, IDONIA operates under a strict two-budget-phase model:

  • Discovery Phase (Preliminary Quote): Following the initial contact, IDONIA will issue a preliminary quote focused exclusively on requirements gathering, process auditing, and mapping the necessary technological architecture. This in-depth analysis phase is a service in itself, and its cost must be covered to initiate diagnostic work.
  • Execution Phase (Final Quote and Scope): Once the diagnosis is complete, IDONIA will present the exact scope of the project and the final quote for technological implementation. IDONIA reserves the right to adjust final costs depending on the technical findings of Phase 1. The Client is free to accept or reject this phase; however, payment for Phase 1 is non-refundable under any circumstances.

III. SCOPE CONTROL (ANTI-SCOPE CREEP)

The final quote will establish the project deliverables (the "Scope") in a limited and detailed manner.

  • Any function, integration, review, or modification requested by the Client that is not expressly detailed in the approved Scope will be considered an "Additional Requirement".
  • Every Additional Requirement will be quoted and invoiced separately and must be paid in full before its implementation.

IV. RETAINER SERVICES AND PRICE ADJUSTMENTS

In the event that the Client contracts maintenance, continuous optimization, or support services under the "Monthly Retainer" or Retainer modality:

  • Financial Review: IDONIA reserves the right to unilaterally review and adjust the prices of retainers with 30 calendar days' notice. These adjustments may result from inflation, increases in cloud infrastructure costs, changes in the exchange rate (USD/MXN), or adjustments in consumption costs (tokens) of the underlying artificial intelligence models.
  • Forced Term: Retainers will have the mandatory term period determined by their respective contract. Early termination by the Client will result in a penalty equivalent to 100% of the remaining months.

V. TECHNOLOGICAL LIMITATION AND THIRD-PARTY USE

Reiterating our policy established in the Privacy Notice, IDONIA acts as a technological architect and integrator.

  • Client Responsibility: It is the absolute obligation of the Client to acquire, pay for, and maintain valid licenses, subscriptions, API payments, and third-party cloud services (e.g., Microsoft, Google, OpenAI, AWS, Make, etc.) necessary for the automations to function.
  • Third-Party Guarantee Exclusion: IDONIA does not guarantee the uptime, data persistence, or immutability of third-party platforms. Any service interruption, API update that breaks integrations, or server failure unrelated to IDONIA will not be grounds for refund, payment withholding, or civil or commercial liability for IDONIA.

VI. INTELLECTUAL PROPERTY

  • Client Data: The Client retains ownership of their information, databases, and trade secrets at all times.
  • IDONIA Assets: IDONIA is and will remain the sole owner of the intellectual property rights over the base codes, methodologies, workflows, master artificial intelligence prompts, and system architectures developed.
  • Usage License: Upon full payment of the project cost, IDONIA grants the Client a perpetual, non-exclusive, and non-transferable license to operate the implemented solutions strictly for their internal operations. The Client is strictly prohibited from reselling, packaging, licensing, or marketing the technological architecture designed by IDONIA.

VII. CONFIDENTIALITY (INTEGRATED NDA)

Both parties commit to maintaining strict confidentiality of all technical, financial, commercial, and operational information shared during the service provision. IDONIA will not share the Client's internal operational data; likewise, the Client is prohibited from disclosing the methodologies, operating manuals, quotes, and integration structures (stack) designed by IDONIA to competing companies or third parties.

VIII. SERVICE CANCELLATION AND NON-REFUNDABLE PAYMENTS

If the Client decides to unilaterally cancel or pause the project after accepting the quote and/or making any payment (advance, installment, or full payment), such funds will not be refundable under any circumstances. IDONIA will deliver the progress developed to the Client up to the amount covered by the payment made.

IX. APPLICABLE LAW AND JURISDICTION

For the interpretation, compliance, and execution of this contract, as well as for the resolution of any controversy, the parties expressly submit to the Laws of the United Mexican States and to the jurisdiction and competence of the Courts of the city of Guadalajara, Jalisco, expressly and irrevocably waiving any other jurisdiction that may correspond to them by reason of their present or future domiciles.