LOJIK Terms of Service

1. Who you contract with

1.1 The provider. These Terms of Service (the "Terms") are between Diego González Zapiain, an individual (persona física) who offers software services under the brand LOJIK ("LOJIK", "we", "us"), and the person or business named in the Engagement Letter or order (the "Client", "you"). LOJIK is the brand under which Diego offers these services. Diego contracts and invoices in his own name, and is responsible for the work.

1.2 Address and notices. Address for legal notices: Vito Alessio Robles 166, Col. Florida, Álvaro Obregón, 01030 Ciudad de México, México. LOJIK's email for notices: diego.gonzap@wearelojik.com. The Client's email for notices: the one the Engagement Letter names or, for a Workflow Review bought on the site or a Rescue scan, the email you order with. Phone and WhatsApp: +52 56 6289 1860 / +1 608 609 2394.

1.3 Documents. Each engagement is set out in an "Engagement Letter" (a letter or quote both parties accept) or, for a Workflow Review bought on the site or a Rescue scan, the order you complete after accepting these Terms, with its receipt. The Engagement Letter or order and these Terms together are the "Agreement".

1.4 Who these Terms are for. These Terms are written for businesses and professionals who buy services for their work. The person who accepts them for a business must be able to bind it. Nothing in these Terms takes away a right the law gives you that cannot be waived, including, where the Ley Federal de Protección al Consumidor ("LFPC") applies to you, your right to complain to PROFECO or ask it to conciliate (clause 20).

1.5 Invoices. Diego issues a CFDI (a Mexican electronic invoice) for every payment, under his own RFC. Clause 14 covers currency, taxes and withholding.

2. Terms used here

• Business Day: Monday to Friday, except Mexican statutory holidays and US federal holidays for clients in the United States.
• Workflow Review: the paid, one-week review in clause 4.
• Solution: a build of software for your business under clause 5, quoted from the price book.
• Quote: LOJIK's written offer for a Solution, approved by Diego, setting out its scope, price, the payment plans you may choose from, any stated adjustments (discounts or credits), and its validity date. A Quote becomes an Engagement Letter when you accept it in writing (clause 21.7) while it is valid, including by choosing one of its payment plans, accepting these Terms and making the plan's first payment, in LOJIK's site or app or on the checkout page of a payment link LOJIK sent you for that Quote. When you accept by paying, the acceptance is made when that first payment is completed; opening a payment page does not by itself accept the Quote. A payment page opened while the Quote is valid may still be completed, and that payment accepts the Quote, until that payment page expires (at most 24 hours after it was opened), even if the validity date passes in the meantime; once the first payment is made, the rest of the plan stays payable after the validity date. A payment without that acceptance, such as a bank transfer, does not accept a Quote; LOJIK asks you for the acceptance or returns the payment.
• Scope: the written description of the work in the Quote or Engagement Letter, including its Acceptance Criteria (the checks a Deliverable must pass) and, for a Solution, the Versions you will try.
• Version: a working release of the Solution that the Scope names, which you try in your own accounts or, for a Hosted Solution, on LOJIK's, before the next step.
• Hosted Solution: a Solution whose Quote says LOJIK runs it, on LOJIK's own accounts and infrastructure, while it is built and then under Operate (clauses 3.3 and 8).
• Client Data: the data in a Hosted Solution that you or your users put in, or that the Solution creates for your business. It does not include LOJIK's own code or the LOJIK Kit.
• Service Providers: as defined in clause 10.2.
• Deliverables: the code, configuration, documents and runbooks the Scope says LOJIK delivers.
• Defect: a failure of a Deliverable to meet its Scope or Acceptance Criteria.
• Client Materials: the data, content, systems, accounts, credentials and instructions you provide.
• Change Order: a change both parties confirm in writing under clause 5.7.
• Engagement End: for a Workflow Review, delivery of the decision memo; for a Rescue scan, delivery of the report; for a Solution, the later of Acceptance of the last Deliverable and the handover in clause 5.10; for Operate, its last day; and in every case, if the engagement ends earlier for any reason (for example under clause 10.2, 16 or 21.8), the date that ending takes effect.
• Version Share: the part of the Solution's price (after the Quote's stated lines, before taxes) that belongs to one Version, as the Quote states it. If the Quote does not state it, the price is divided equally among the Versions the Scope names, counting the final Acceptance step as one more Version. It sets the amount for the guarantee, refunds and ending under every payment plan.
• Unused credit: the part of the Review credit (clause 4.7) that belongs to Versions not yet delivered: the credit multiplied by the Version Shares of those Versions and divided by the Solution's price. Version Shares are already net of the credit, so the credit is never counted a second time.
• Day Rate: the rate for one person-day of work, used only in clauses 15.2 and 16.1. It is the rate the Quote or Engagement Letter states or, if neither does, the Solution's price (after stated lines, before taxes) divided by the planned person-days the Quote states. If neither exists, clauses 15.2 and 16.1 use Version Shares instead.
• In writing: a signed document, or an email or message from the sender's notice email (clause 1.2) or the account the Engagement Letter names.

3. What LOJIK offers

3.1 LOJIK offers, under these Terms:

• Workflow Review (clause 4): a paid, one-week review of one workflow;
• Solution (clause 5): a quoted build;
• We run it for you (Operate, clause 8): running a Solution you have accepted on LOJIK's accounts (clause 3.3), with monitoring, fixes and small changes;
• Rescue (clause 9): taking over, finishing or fixing a system someone else built.

3.2 How we work: in writing first. LOJIK works asynchronously: in writing, by messages and by recorded walkthroughs. No step of an engagement requires a call, by phone or video. Where these Terms or a Scope mention a meeting, a written exchange or a recorded video meets it, and you may ask for an optional video call of up to 20 minutes at any step.

3.3 Where the Solution runs. When the Quote says LOJIK runs it (Operate, clause 8), the Solution is built and runs on accounts and infrastructure LOJIK holds with its Service Providers (hosting, database and AI providers): it is a Hosted Solution. Otherwise, it runs in accounts you own and pay for. Clauses 8.5 to 8.12 cover hosting, your data and moving the Solution to your own accounts.

3.4 Engagement workspace. LOJIK keeps an engagement's records (plan, Quote, messages, demos, invoices and, where offered, your account on LOJIK's site and app) in its own tools and with the Service Providers named under clause 10.2. This is not hosting of your systems. Keep production personal data out of it. Its contents are Confidential Information, kept and deleted under clause 12.5.

3.5 Estimates are not prices. Plans, price ranges and anything an assistant or agent tells you on LOJIK's website or app are estimates. Only a Quote that Diego has reviewed and approved, and that you accept, sets a price.

3.6 Agents propose; people commit. LOJIK builds with AI tools and software agents that a person directs. A price, date or promise from a LOJIK assistant or agent binds LOJIK only once it appears in an approved Quote, an Engagement Letter or a confirmed Change Order.

4. Workflow Review

4.1 Fee. The fee shown on the site when you order, or in the Engagement Letter, paid in full in advance. It carries no discounts, other than the credit in clause 9.7. If the LFPC applies to you, the price shown before you pay includes IVA.

4.2 What you get within 7 calendar days of the start date:

• a one-page map of the workflow, marking where it fails today;
• a working proof: part of the workflow running in your own tools, with human approval before any external effect (an email sent, a payment, a change in a third-party system);
• a baseline: the measure the proof is judged against, agreed in writing on day 1;
• a two-page decision memo recommending one of: build (with a Quote), change the process instead, or stop. Recommending not to build is a complete deliverable. You are not bound to anything further.

4.3 How the week runs (no calls needed).

• Start (day 1): you answer LOJIK's written questions and send a short screen recording, or written steps, of the workflow as it runs today. If you prefer, this can be an optional video call of up to 20 minutes instead.
• Mid-week: LOJIK sends a written check-in with the proof so far; you reply within 1 Business Day.
• Delivery (day 7): LOJIK sends the memo and a recorded walkthrough of the proof.

4.4 Your part. Name one person who knows the workflow and can decide. Send exports, samples, a copy, or a user invite in LOJIK's name with the least access the proof needs. Never send passwords. LOJIK does not ask for credentials and, beyond the proof in clause 4.2, does not change your production systems during a Review. If you are late with information, the dates move by the same number of days.

4.5 Scheduling. The Review starts on the Business Day after payment, or on the date in the Engagement Letter. If you postpone the start with less than 2 Business Days' notice, LOJIK reschedules once; a second late postponement counts as the start having happened.

4.6 Refunds. LOJIK refunds the fee in full only if: (a) you cancel in writing before the start date or, where the Review starts on the Business Day after payment, before LOJIK sends its day-1 questions; (b) LOJIK cannot start on the agreed date; (c) LOJIK has not delivered the memo 5 Business Days after it was due and after your written reminder; (d) the Review is ended under clause 10.2; or (e) you end it under clause 21.8 before LOJIK delivers the memo. Once the Review has started, the fee is not otherwise refundable.

4.7 Credit. If you ask for the Quote for a Solution within 30 days after the memo's delivery and accept it within 30 days after LOJIK sends it, the fee you paid for the Review is credited in full against that Solution. The credit is the fee before taxes, in the Quote's currency (converted at the exchange rate on the Review's CFDI if the currencies differ). It appears as a stated line on the Quote and lowers the Solution's price before it is split into payments. If the Review payment is reversed before it is final (clause 11.2), the credit amount becomes payable. It is a discount, not cash: it cannot be transferred or paid out, except that (i) if LOJIK ends the Solution without cause, you end it for LOJIK's breach, or you end it under clause 21.8, LOJIK refunds the unused credit, and (ii) if LOJIK cannot start the Solution (clause 15.2), you choose a refund of the Review fee or keeping the credit for 12 months.

5. Solutions

5.1 Quote. Each Solution has one list price, set from the scope and its value to the business under the price book. It never depends on guesses about what you can afford. The price goes below list only through stated lines on the Quote, each with its reason (for example, a returning-client discount or the Review credit). A Quote is valid until the date it shows.

5.2 Payment plans. The Quote offers up to three payment plans for the same Solution. You choose one; LOJIK may recommend one and says why. The plans LOJIK offers today are:

• Pay once: one payment at the start, with the discount the Quote shows;
• Pay as you try: a first payment at the start, one payment after each Version you try, and a final payment on Acceptance;
• Spread it out: equal monthly payments, the first at the start, for the number of months the Quote shows.

Whatever the plan, the Quote states the price for the plan you chose and each Version's Version Share of it (clause 2).

Each plan's total and each payment's amount and trigger are in the Quote. Choosing a plan does not change the Scope. Before your first payment you may change the plan you chose while the Quote is valid; after that, a change of plan needs LOJIK's written agreement.

5.3 Start. Work starts on the later of the agreed start date and receipt of the first payment.

5.4 Versions. When a Version is ready, LOJIK shows it working, in writing or by recorded walkthrough, and tells you how to try it. You then have 5 Business Days to tell LOJIK in writing, with the steps that show it, if the Version does not do what the Scope says. Otherwise, the payment tied to that Version is due. Trying a Version is not Acceptance.

5.5 Your part. Name one decision-maker who can approve scope, changes and acceptance. Give LOJIK the access and data the Scope needs, on time. Answer questions within 3 Business Days, and review Versions within the window in clause 5.4. Unless the Solution is a Hosted Solution, own and pay for the accounts the Deliverables run on (cloud, database, AI provider, domains, subscriptions); anything LOJIK sets up for you is in your name.

5.6 Delays on your side move the dates by the same number of days. If a delay lasts more than 10 Business Days, LOJIK may move the remaining work to its next available slot. That is not a breach by LOJIK.

5.7 Changes. Ask in writing. Within 5 Business Days LOJIK replies with a fixed price and the effect on the dates. Nothing changes until both parties confirm the Change Order in writing. LOJIK may absorb a small change at no cost, and says so in writing.

5.8 Pause. You may pause a Solution by written notice. Payments already due stay due, and work resumes at LOJIK's next available slot. If a pause lasts more than 60 days, LOJIK may end the Solution by written notice; it is then treated as ended by you under clause 16.1.

5.9 Time log. During a Solution, LOJIK sends you its log of person-days worked every week.

5.10 Handover. Within 5 Business Days after the later of Acceptance and payment in full, LOJIK hands over the source code in a repository you own, a runbook, the configuration, a list of the third-party services and keys involved, the full list of open-source components and their licences, and the list of LOJIK Kit items (clause 11.3). You then run the Deliverables in your own accounts. Further help comes through Operate or separately quoted work. For a Hosted Solution, LOJIK keeps the repository and runs the Solution on its accounts, and makes this handover when it moves the Solution under clause 8.9 or, once the Solution is paid in full, earlier, within 5 Business Days after you ask in writing. If this handover needs something from you, such as a repository you own, that you have not given by its deadline, the download link in clause 12.5 applies.

6. Acceptance

6.1 When the last Deliverable is ready, LOJIK tells you in writing how to check it against the Acceptance Criteria.

6.2 Acceptance Window. You then have 10 Business Days to accept in writing or send a written list of Defects, with the steps that show each one.

6.3 What counts. Only the Acceptance Criteria in the Scope and Change Orders. A new wish is a change request, not a Defect. A minor Defect that does not stop the Deliverable being used as scoped does not block Acceptance; LOJIK fixes it under the warranty.

6.4 Fixes and re-test. LOJIK fixes the listed Defects and delivers again. You re-test the fixed items within 5 Business Days. A fixed item you do not reject in writing within that time passes.

6.5 Acceptance happens when you accept in writing, when the Acceptance Window ends without a written list of Defects, or when you start using the Deliverable in live operations beyond testing, whichever comes first. Live use does not count in a Rescue or where the Scope requires the Deliverable to go live before Acceptance; there only the first two apply.

6.6 If fixes fail. If the same material Defect still fails after 2 fix rounds, the two decision-makers talk (in writing, or by video call if both want one) within 5 Business Days. You may then accept the Deliverable with a price reduction agreed in writing, or end the Solution for cause and receive a refund under clause 15.2.

7. Guarantee and warranty

7.1 The Version guarantee. A Version that misses the written Scope is fixed free, or you don't pay that step.

• What it covers: each Version against the Scope and Acceptance Criteria for that Version. It does not cover the exclusions in clause 7.4 or a new wish (clause 6.3).
• How to claim: tell LOJIK in writing within the 5 Business Days in clause 5.4, with the steps that show the miss.
• What happens: LOJIK fixes the Version at no charge and shows it again. If LOJIK cannot fix it within 10 Business Days, or after 2 fix rounds, you don't pay that step: under every plan, LOJIK takes that Version's Version Share off the payments still due and refunds any balance within 15 days.
• The guarantee does not create any right to keep using a Version you have not paid for.

7.2 Workmanship. LOJIK performs its work with reasonable skill and care.

7.3 Fix window. For 30 days after Acceptance (or the LFPC minimum, if it applies to you and is longer), LOJIK fixes at no charge any Defect you report in writing. You give LOJIK the access it needs for the fix, limited in time to the fix.

7.4 Not covered. Problems caused by changes made by others; your environment, data or inputs; changes in third-party services, APIs or AI models; use outside the Scope; and, in a Rescue, code LOJIK did not change. For AI features, the warranty covers that the feature passes the test cases named in the Scope and keeps its checks and human review steps, not that every model output is correct.

7.5 Remedy. LOJIK fixes the Defect. If it cannot within a reasonable time, it refunds the Version Share, or the part of it, that corresponds to the defective part. After the fix window, fixes come through Operate or separately quoted work.

7.6 Except as these Terms say, and as far as the law allows, LOJIK gives no other warranties. LOJIK does not promise savings, revenue or any other business result.

8. We run it for you (Operate)

8.1 LOJIK offers Operate only on a Solution it built and you accepted. The monthly price, what it includes and when it starts are in the Quote or Engagement Letter, and it is invoiced monthly in advance.

8.2 It covers running a Hosted Solution and monitoring the Deliverables, plus Defect fixes and small changes up to the monthly allowance in the Engagement Letter. Unused allowance does not roll over. Larger work needs a new Quote.

8.3 LOJIK works on Business Days to the response targets in the Engagement Letter. There is no uptime guarantee: the Solution runs on services LOJIK does not control, such as its Service Providers', and LOJIK commits only to those response targets.

8.4 Operate renews each month and is invoiced in advance (clause 8.1). Either party may end it with 30 days' written notice; you may also end it at once under clause 21.8. Because each month is invoiced in advance, the 30-day notice can run into a month already invoiced; that month is paid in full, unless LOJIK gave the notice; then clause 15.3 refunds the rest of it pro rata. Where the LFPC applies to you, LOJIK also tells you at least 5 calendar days before each monthly renewal and its charge, and you may cancel at once by email to LOJIK's notice address or any other way LOJIK offers; cancelling before a renewal ends Operate at the end of the month already paid, with no further monthly charge; usage is invoiced under clause 15.3. Clause 16.1 does not apply to Operate. For a Hosted Solution, clause 8.10 applies after Operate ends.

8.5 Hosted Solutions: what the price includes. Clauses 8.5 to 8.12 apply to a Hosted Solution. Its monthly price includes the hosting and database it runs on, up to the usage limits the Quote or Engagement Letter states. AI usage, and use above those limits, are charged at what the Service Providers charge LOJIK for them, without a margin, and listed on the next monthly invoice (converted under clause 14.3 where needed). The Quote states a monthly cap on these charges. LOJIK tells you in writing before they reach the cap and charges nothing above it without your written approval; without that approval, LOJIK may limit the usage that would go above it.

8.6 Personal data. In a Hosted Solution, LOJIK handles the personal data in Client Data as your encargado (processor) under clause 13, using only the Service Providers named under clause 10.2. The Quote states the kinds of personal data the Solution handles, what LOJIK does with them, and those Service Providers; with clauses 8.6 to 8.12 and 13, it is the contract between you, as responsable, and LOJIK, as encargado. Accepting the Quote authorises LOJIK to use those Service Providers for that processing; for the AI providers the Solution's own features call, it is also the written approval clause 13.1 requires. Sending Client Data to those Service Providers, some of which are in the United States, is a remisión from LOJIK as your encargado, not a transfer to a third party. You make sure your own privacy notice covers the processing the Quote describes.

8.7 Security and backups. LOJIK keeps reasonable administrative, technical and physical measures to protect a Hosted Solution and Client Data, relying on its Service Providers for the physical security of their facilities. It keeps regular backups and gives access only to the people working on the Solution (clause 13.5 also applies). It tells you of a security incident affecting Client Data without undue delay, and no later than 72 hours after becoming aware of it (clause 13.2). If Client Data is lost or damaged, LOJIK restores it from its latest backup and fixes the cause at no charge; clauses 17.2 and 17.3 cover the rest.

8.8 Your data stays yours. Client Data is yours. At any time while LOJIK runs the Solution, on written request, LOJIK sends you a copy of it in a standard, machine-readable format (such as CSV, JSON or a database export) within 5 Business Days.

8.9 Moving it to your team or your accounts. Once the Solution is paid in full and its rights have passed to you under clause 11.2, you may ask in writing, at any time, to move it. LOJIK then moves the Solution and Client Data to accounts you own and makes the handover in clause 5.10. Your notice to move is also notice to end Operate under clause 8.4, unless both parties agree in writing that LOJIK keeps operating it in your accounts. LOJIK completes the move before Operate ends, as long as you open the accounts and give the access it needs in time; otherwise clause 8.10 applies. LOJIK's work on the move comes out of the monthly allowance (clause 8.2); work beyond it is quoted separately.

8.10 When Operate ends. When Operate ends for any reason, or a Hosted Solution ends before Operate starts, LOJIK keeps the Solution and Client Data for 20 Business Days so you can get a copy (clause 8.8) or, where clause 8.9 allows, have the Solution moved; LOJIK's work on a move in this period is quoted separately. If the Solution is paid in full, you may also ask for the handover in clause 5.10 in this period. LOJIK need not keep the Solution running for live use in this period. LOJIK then deletes them under clause 12.5, whose 30 days run from the end of this period.

8.11 Non-payment. Clause 14.5 covers pausing the work. LOJIK suspends a Hosted Solution itself for non-payment only as this clause says, instead of the suspension in clause 11.2. If an amount due under the Solution or Operate is more than 10 days overdue, LOJIK may send written notice; if it is still unpaid 10 Business Days after that notice, LOJIK may suspend the Hosted Solution until it is paid. Suspension never deletes Client Data and does not stop a copy under clause 8.8. If Operate then ends (for example under clause 16.2), LOJIK keeps Client Data through the period in clause 8.10 before deleting it.

8.12 Lawful use; suspension for a threat. You are responsible for the content you and your users put into a Hosted Solution, and for using it lawfully and within the use rules of the Service Providers that LOJIK gives you in writing. LOJIK may suspend all or part of a Hosted Solution without prior notice, only as far and for as long as needed, if its use is unlawful or breaks those rules, or threatens the security of the Solution, Client Data, LOJIK's systems or others. LOJIK tells you right away and why, and restores it once the cause is fixed. Suspension does not delete Client Data.

9. Rescue

9.1 Assessment first. A Rescue starts with a Workflow Review of the system (clause 4, except 4.4's "Never send passwords", which clause 9.2 replaces), at the fee in the Engagement Letter. LOJIK commits to no fix, price or date before it delivers that assessment. "Rebuild instead" is an allowed recommendation. Any fix then runs as a Solution under clause 5. The credit in clause 4.7 applies to a Rescue assessment only if the Engagement Letter says so.

9.2 Access rules.

• LOJIK's own logins: a named account for each LOJIK person where the system supports it; where it does not, a credential you create for LOJIK alone and change at Engagement End.
• Least privilege: read-only first; changes go to a staging copy where one exists; production changes need your written go for each change, or for a type of change named in the Scope.
• Limited in time: access ends on the date in the Engagement Letter, or 5 Business Days after Engagement End, whichever is earlier. If access ends before a handover LOJIK owes you, the download link in clause 12.5 applies.
• Revocable by you at any time; the affected work pauses and the dates move.
• Credentials: send them through a password manager or secret-sharing tool. LOJIK keeps them in its password manager and does not write them into code, tickets or chat.

9.3 Secrets first. LOJIK's AI tools work inside the code you share and can read any secret stored in it, such as keys in configuration files. So LOJIK's first Rescue step is to scan the code for stored secrets and give you a list to rotate. Rotating them is your responsibility.

9.4 Before LOJIK changes production, you confirm that a current backup exists and can be restored.

9.5 End of access. Within 5 Business Days after Engagement End, LOJIK makes any handover it owes you (clause 12.5), then removes the access it can, deletes its working copies of your code and data (clause 12.5 covers other copies) and confirms in writing. For a Hosted Solution, the Solution's code and Client Data are instead kept and deleted under clauses 8.10 and 12.5, not within those 5 Business Days. You then disable LOJIK's logins and rotate every secret LOJIK could see.

9.6 Problems already there. LOJIK is not responsible for defects, security weaknesses, data loss, licence problems or costs that existed before its work or come from parts it did not change. If it finds a security problem exposing personal data, it tells you promptly; informing the affected people and, where the law requires it, the authorities is your duty as the responsable for that data.

9.7 Rescue scan. The Rescue scan is a one-time automated report on an app you control, bought on its own, without an Engagement Letter.

• Proof of control first. LOJIK scans only an app whose control you have proved, with a tag on its home page or a file under its /.well-known/ path, and reads its database only after you have also proved control of that database project. You confirm you are entitled to have the app scanned.
• Read-only. The scan reads the app's public pages, the scripts they load and its public settings, and reads the database only through the public key the app already publishes. It writes nothing to your app or project, does not sign in, submit forms or try to break in, sends its requests at a limited rate, and never stores a full key.
• What you get. A report, usually within minutes, listing each finding with its evidence and the steps to fix it, and marking what it could not check. It is not an audit, a penetration test or a promise that the app is secure (clause 9.6 applies). Fixing the findings is your responsibility unless you engage LOJIK.
• Fee. Paid in advance. Before payment, LOJIK shows the fee and the total you pay with IVA where it applies; you are charged that total. If LOJIK cannot deliver the report within 2 Business Days after payment, it refunds the fee in full; otherwise the fee is not refundable once the report is delivered.
• Credit. If you pay for a Workflow Review within 30 days after paying for the scan, the scan fee, before taxes, is credited in full against the Review fee. The credit is a discount, not cash, and applies once.
• Retention. LOJIK keeps the report, with its findings masked, for 90 days so you can open it again, then deletes it.

10. AI tools and service providers

10.1 LOJIK builds with AI tools and software agents that a person directs. Diego reviews every Deliverable before delivery and is responsible for it, whichever tool produced it.

10.2 Service providers. Client Materials may pass through the AI providers and other services LOJIK uses to do the work ("Service Providers"), which LOJIK names to you in writing before your work starts (for a Hosted Solution, including the hosting, database and AI providers it runs on); the ones that handle site data are listed at wearelojik.com/trust#providers and wearelojik.mx/es/confianza#providers. LOJIK gives 15 days' notice before adding or replacing one that will handle your data, except where a Service Provider stops its service or a security threat needs a faster change; LOJIK then tells you as soon as it can. If you object to any Service Provider before it handles your data, LOJIK does not use it for your data, or either party may end the affected engagement: a Solution under clause 16.1, Operate under clause 8.4 (for a Hosted Solution, you may instead move it under clause 8.9), and a Workflow Review with a full refund of its price.

10.3 Training. LOJIK tells you in writing, before starting, which AI tools it will use with your Materials and under which plan, and keeps training turned off on all of them. In every case, LOJIK does not paste credentials into AI prompts; clause 9.3 covers secrets stored in code.

10.4 AI inside your Deliverables runs on your provider account and at your cost or, in a Hosted Solution, on LOJIK's provider account as clause 8.5 sets out. Model outputs can be wrong. The Scope names the test cases an AI feature must pass and its human review steps, and you are responsible for decisions made from its outputs.

11. Intellectual property

11.1 Client Materials stay yours. You license them to LOJIK only to do the work.

11.2 Ownership and use.

• Before Acceptance, you may use the Deliverables only to try and accept them, and in live operations only where the Scope requires it, except what is already yours under the third point.
• From Acceptance, and while your rights in a part have not passed, you may use it in your business, as long as payments are made when due. If a payment is not made when due, LOJIK may suspend that use by written notice until it is paid.
• Each step is yours once it is paid. LOJIK's rights in each delivered Version pass to you when your final payments cover, in order, its Version Share; the rest pass with the last final payment of everything due for the engagement, except the listed LOJIK Kit items and open-source components.
• What passes. Until they pass, LOJIK holds the economic rights (derechos patrimoniales) in what it makes for the engagement; this is the agreement otherwise that article 83 of the Ley Federal del Derecho de Autor allows. When rights pass under this clause, LOJIK transfers them to you exclusively and worldwide: for software and its documentation with no time limit, and for any other work for 15 years, or longer where the law allows. What you pay for the engagement is the fixed remuneration for that transfer. Accepting the Agreement (clause 1.3) electronically, whether by an Engagement Letter or an order, is the written form the transfer needs, and LOJIK signs what you reasonably need to register it. Where a part is not protected by copyright (for example, output of AI tools without human authorship), LOJIK claims no copyright in it against you, but your use of it follows the rest of this clause, as if it were protected. LOJIK does not ask to be named as author in the Deliverables or in products built from them.
• Final payment. A payment is final when it has settled and can no longer be reversed or charged back under the payment method's rules, or 120 days after it was made, whichever comes first.
• Reversed payments. If a payment is reversed or charged back before it is final and is not paid again within 10 days after LOJIK's notice, the rights that payment covered did not pass, and your right to use them ends. A reversal after a payment is final does not take back rights that passed; the amount is owed under clause 14.7.

11.3 The LOJIK Kit. The "LOJIK Kit" means only the items listed as Kit in the handover list (clause 5.10) or in the list LOJIK sends with any other handover of code (clause 12.5), and only items that existed before the engagement or were built outside it. Everything else made for the engagement, including general-purpose code written during it, passes to you under 11.2. For listed Kit items that are part of a Deliverable, from when your rights in the part that contains them pass under clause 11.2, LOJIK grants you a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, modify and distribute them as part of the Deliverable and products built from it (including apps you publish), to reuse them in your other internal systems, and to let your contractors do so. The licence transfers with the Deliverable. You may not sell or license the Kit on its own.

11.4 Open source comes under its own licences, listed in full at handover. LOJIK does not include a component whose licence would require you to publish your own code without your written approval.

11.5 Know-how. LOJIK may reuse its general skills and knowledge, and write similar code again from scratch, but not use your Confidential Information or the code that passed to you.

12. Confidentiality

12.1 "Confidential Information" is non-public information one party shares with the other that a reasonable person would treat as confidential, including Client Materials, the Scope and prices. It excludes information that is public through no fault of the receiver, already known to it, developed independently, or received lawfully from someone else.

12.2 The receiver uses it only for the engagement, shares it only with people and Service Providers (including the AI tools it named to you under clause 10.3, with training turned off) who need it and are bound by similar duties, and protects it with reasonable care. If the law or an authority requires disclosure, the receiver discloses only what is required, telling the other party first where allowed.

12.3 These duties last during the engagement and for 3 years after Engagement End; for trade secrets and personal data, for as long as they remain so.

12.4 LOJIK's privacy notice (wearelojik.com/privacy and wearelojik.mx/es/privacidad) covers personal data LOJIK handles as responsable, such as your contact details and invoices. Clause 13 covers personal data LOJIK handles for you.

12.5 Deletion. Within 30 days after Engagement End, LOJIK deletes your code, data and other Client Materials from its working records, archives and backups where it can delete, including the session logs of its AI and agent tools, then confirms in writing and lists anything it kept and why. However an engagement ends, LOJIK owes you a handover of the code of every delivered Version and of the work in progress on any other Version, in each case where your payments cover that Version's Version Share, even if those payments are not yet final; other work in progress is handed over where clauses 15.2, 15.5 and 16.1 say so (clause 11.2 governs the use of all of it); for a Hosted Solution, when you ask for it in the period in clause 8.10. Every handover LOJIK owes you at the end of an engagement, including work in progress, comes first: LOJIK makes it within the 5 Business Days in clause 9.5, and a handover you ask for under clause 8.10 within 5 Business Days after you ask. Every handover of code under the Agreement comes with the list of the LOJIK Kit items it contains (clause 11.3) and the list of its open-source components and their licences (clause 11.4), as in clause 5.10. If any handover under the Agreement (including the one in clause 5.10) needs something from you, such as a repository you own, and you have not given it by its deadline, LOJIK sends you the work as a download link instead; that counts as the handover, and the link stays available until the end of the 30 days in this clause, when LOJIK deletes it. It keeps only: (a) records the law requires, such as the Engagement Letter, CFDI and acceptance records; (b) records about an amount still unpaid or a dispute, until resolved; (c) copies inside automatic backups and system snapshots that cannot be deleted item by item, which expire on their normal cycle within 35 days, stay confidential and are never restored for use; (d) the Agreement's records (Quote, Change Orders, messages, invoices), without your code or your data, until claims under them are time-barred; and (e) for a Rescue scan, the report with its findings masked, for the 90 days in clause 9.7. Some LOJIK systems only append records and cannot delete them (for example, its work event log and its session archive). LOJIK does not promise to delete from them: what stays there is kept out of use (not consulted, not restored, not used for other work), stays confidential for as long as it exists, and is listed among what LOJIK kept. After handover, warranty fixes use access to your own repository (clause 7.3), not a copy LOJIK keeps. Service Providers keep data under their own retention terms, which the list in clause 10.2 states. For a Hosted Solution, these 30 days run from the end of the period in clause 8.10, not from any earlier Engagement End.

13. Personal data you entrust to LOJIK

13.1 LOJIK as your encargado. When LOJIK handles personal data for you (for example, data about your customers or staff, including Client Data in a Hosted Solution), you are the responsable for it under the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (or the equivalent role under the law that applies to you), and LOJIK is your encargado (processor). LOJIK processes it only to do the work and on your written instructions, keeps it confidential, uses only the Service Providers in clause 10.2, helps reasonably with requests from the people it concerns, does not transfer it except as these Terms allow, and deletes it under clause 12.5. Until LOJIK confirms to you in writing that every AI tool it uses for your work runs under settings or terms in which the provider does not train on what LOJIK sends, LOJIK does not put personal data you entrust to it into AI tools without your written approval. LOJIK uses a Service Provider for personal data it handles for you only under that provider's data-processing terms, which bind it to the same duties as an encargado.

13.2 Incidents. LOJIK tells you of any security incident affecting your data without undue delay after becoming aware of it, and no later than 72 hours after, so you can meet your own duty to inform the people affected at once. The notice says what is known then: what happened, which data it affects, what LOJIK has done to contain it, what the affected people can do to protect themselves, and whom to contact; LOJIK sends the rest as it learns it.

13.3 Data-processing agreement. LOJIK signs a data-processing agreement on request. One is required before LOJIK handles regulated data: health information, financial account data, government identifiers, children's data, or sensitive personal data under the law that applies to you. LOJIK does not accept health information subject to HIPAA or full payment-card data under these Terms.

13.4 You confirm you may lawfully share the personal data with LOJIK and that your privacy notice covers what LOJIK does with it for you, and you give test or masked data where you can.

13.5 Security basics. LOJIK uses multi-factor authentication on its accounts used for your work, least-privilege access and a password manager for credentials. Outside a Hosted Solution, it avoids copying your production personal data; if a Rescue needs it, the Scope says so and you agree in writing first. LOJIK removes its access to your systems within 5 Business Days after Engagement End, except access you grant for warranty fixes. These Terms claim no security certification.

14. Payment, invoices and taxes

14.1 When. Each payment is due on its trigger in the payment plan, and within 15 days of the invoice. Workflow Review and Operate fees are paid in advance.

14.2 How. By the payment link on the invoice or in your LOJIK account, or a bank transfer to the account on the invoice. LOJIK may require a bank transfer above the card limit on the invoice. You pay your own bank's fees and any intermediary bank fees.

14.3 Currency. A Quote is priced in Mexican pesos for a Client with a tax domicile in Mexico and in US dollars for any other Client, and prices are in the currency the Quote shows. If, by exception, a Quote in US dollars is invoiced or paid in Mexican pesos, the exchange rate is the one the invoice states (by default, the FIX rate published by Banco de México in the Diario Oficial on the day before the invoice).

14.4 CFDI and taxes. Prices exclude taxes, except the price shown under clause 4.1 where the LFPC applies to you and the total shown under clause 9.7. Diego issues a CFDI for each payment under his RFC, with Mexican IVA added where the law requires it. If you are a legal entity (persona moral) in Mexico, the law may require you to withhold from each payment the income tax (ISR) and the part of the IVA that it sets for the services invoiced, pay them to the SAT, and give Diego the withholding record (CFDI de retenciones). The CFDI shows the withholding. You do not increase the payment to cover it. Clients outside Mexico pay any taxes that apply to them in their own country; if their law requires a withholding, they send the official receipt.

14.5 Late payment. If a payment is more than 10 days overdue, LOJIK may pause the work after written notice; the dates move by the length of the pause, and clause 11.2 applies. No interest on late payments.

14.6 Question an invoice in writing within 10 days of receiving it, and pay the part you do not question.

14.7 Card disputes. Use clause 18 before filing a chargeback. A chargeback for an amount properly due is a breach: LOJIK may pause the work, and clause 11.2 applies to the reversed payment.

14.8 Refunds and taxes. A refund returns what LOJIK received for the refunded part, with the IVA charged on it, less any amount you withheld, which you settle with the SAT. LOJIK issues the matching CFDI de egreso.

15. Refunds

15.1 Workflow Review: clauses 4.6, 4.7, 10.2 and 15.5 only. Rescue scan: clauses 9.7 and 15.5 only.

15.2 Solutions. Payments are for work performed and are not refundable, except:

• the Version guarantee (clause 7.1) and the warranty refund (clause 7.5);
• if LOJIK ends the Solution without cause, it refunds what you paid beyond the work done at the Day Rate (or, without a Day Rate, beyond the Version Shares of the Versions delivered), refunds the unused credit under 4.7, and hands over the work in progress;
• if you end it for cause (clause 16.2 or 6.6), LOJIK refunds what you paid toward the Version Shares of Versions not delivered or not accepted, and the unused credit under 4.7, and hands over the work in progress;
• if LOJIK ends it for cause (clause 16.2), you owe what you would owe had you ended it for convenience on the date of LOJIK's notice (clause 16.1); LOJIK refunds what you paid beyond that, or invoices the difference, and hands over the work in progress;
• if LOJIK cannot start within 15 Business Days of the agreed start date for reasons on its side, you may cancel and receive the first payment back, with the Review credit handled under 4.7;
• if you end it under clause 21.8, the refund in clause 15.5.

Days spent on a Version whose step was waived or refunded under clause 7.1 never count as work done under this clause or clause 16.1.

15.3 Operate. A month already started is not refunded, unless LOJIK ends Operate without cause, you end it for cause (clause 16.2) or you end it under clause 21.8; then LOJIK refunds the rest of that month pro rata. A month that has not started when Operate ends is not charged and, if already paid, is refunded in full. However Operate ends, usage under clause 8.5 up to its last day is invoiced after it ends.

15.4 Limits. Refunds never stack: no amount is refunded twice, and all refunds for an engagement together never exceed what LOJIK received for it, plus any Review credit refunded under 4.7. LOJIK pays refunds within 15 days, to the original payment method where it can.

15.5 Transfer. If you end an engagement under clause 21.8: a Workflow Review or Rescue scan not yet delivered is refunded in full; a Solution ends as if LOJIK had ended it without cause: LOJIK makes the refunds in clause 15.2 and hands over the work in progress; and for Operate, LOJIK refunds under clause 15.3. The amount of each refund is the one this clause and clauses 15.2 and 15.3 set; the next sentence only decides who pays it. Diego pays the part of a refund that comes from payments made to him and the company the part that comes from payments made to it, in proportion to what each received, and neither pays more than it received (clause 15.4).

16. Ending an engagement

16.1 For convenience. Either party may end a Solution with 10 Business Days' written notice. Operate ends under clause 8.4.

• If you end a Solution, you pay for the work done up to the date of your notice at the Day Rate, as shown in the weekly time log (5.9), plus third-party costs LOJIK committed to with your written approval. Without a Day Rate, you pay the Version Shares of the Versions delivered and 50% of the Version Share of the one in progress. The total never exceeds the Version Shares of the Versions delivered and the one in progress and is never less than the Version Shares of the Versions delivered. LOJIK refunds any money paid beyond the total, or invoices the difference, and hands over the work in progress as it stands. Unused credit expires.
• If LOJIK ends it, clause 15.2 applies.
• Clause 11.2 applies to whatever has been paid for.

16.2 For cause. Either party may end an engagement by written notice if the other materially breaches the Agreement and does not fix it within 15 days after written notice, or is declared insolvent (concurso mercantil or its equivalent).

16.3 What survives. After Engagement End these continue: payment for work done; the credit in 4.7, for its period; the handover in 5.10; the guarantee and warranty in clause 7, for their windows; for a Hosted Solution, clauses 8.6 to 8.10, until Client Data is deleted; clauses 9.5 and 10.3; clauses 11 to 13; clause 14, while any amount is unpaid; clauses 15, 17, 18, 19, 20 and 21; and any clause that by its nature is meant to survive.

17. Liability

17.1 One cap. Each party's total liability for all claims under an engagement, including refunds under clauses 7 and 15 and indemnities under 17.4, is limited to the amounts LOJIK received under that engagement, before taxes, plus any Review credit refunded under clause 4.7. A Rescue scan is an engagement of its own. This covers claims about a Hosted Solution, such as outages, security incidents and lost or damaged Client Data; they fall under its Operate engagement, or under the Solution while it is being built.

17.2 Except as 17.3 says, neither party is liable for lost profits, revenue or data, business interruption (including a Hosted Solution being unavailable), or indirect or consequential losses (daños y perjuicios that are not a direct and immediate result of the breach). For lost or damaged Client Data, LOJIK's remedy is the restore in clause 8.7, plus clause 17.3 where it applies.

17.3 Outside the cap. The cap and 17.2 never apply to your obligation to pay fees, or to either party's fraud, bad faith or wilful misconduct (dolo or mala fe), or to anything else the law does not allow to be limited. For breaches of clause 12 or 13 the cap is twice the amount in 17.1, and within it the reasonable costs of responding to an incident (investigation, informing affected people, restoring data from backups) count as direct losses.

17.4 Indemnities, narrow and mutual.

• LOJIK defends you against a third-party claim that a Deliverable, as LOJIK delivered it, infringes intellectual property, and pays what is awarded or agreed in settlement. This excludes open-source components, Client Materials, changes by others, combinations LOJIK did not supply, and designs you specified. LOJIK may instead modify or replace the Deliverable, or take it back and refund its fees.
• You defend LOJIK against a third-party claim arising from Client Materials, your processing of personal data, your lack of authority to have an app scanned under clause 9.7, or your unlawful use of a Deliverable.
• The party claiming tells the other promptly, lets it control the defence, and cooperates.

17.5 These limits apply as far as the law allows. Where the LFPC applies to you as a consumer, clauses 17.1 and 17.2 do not limit LOJIK's liability beyond what article 90 of that law allows.

18. Disputes and governing law

18.1 Talk first. A party with a dispute describes it in writing. The two decision-makers answer in writing within 10 Business Days and try in good faith to resolve it for 30 days. A video call is optional.

18.2 Governing law. These Terms are governed by the federal laws of the United Mexican States, including the Código de Comercio and, where it applies, the Código Civil Federal. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.3 Forum. Claims against LOJIK go only to the competent courts of Mexico City. Claims against you go to the competent courts of Mexico City or, at LOJIK's choice, to the courts of your domicile. Each party expressly waives any other forum that might apply to it by reason of its present or future domicile or for any other reason. For a Client outside Mexico, a claim of USD 25,000 or more may instead go, if both parties agree in writing when it arises, to binding arbitration by one arbitrator, seated in Mexico City, by video, in Spanish or English, under the International Arbitration Rules of the ICDR unless they then agree other rules. Nothing in this clause limits your right to go to PROFECO where clause 20 applies.

18.4 Either party may ask for urgent relief at any time to protect its Confidential Information or intellectual property, from the courts that clause 18.3 names for a claim against the other party.

19. Publicity

LOJIK does not use your name or logo, or publish a case study about your engagement, without your prior written consent, which you may withdraw for future uses. LOJIK may describe the kind of work in general terms that do not identify you.

20. Consumer rights

20.1 If the Ley Federal de Protección al Consumidor applies to you (for example, as a micro-business in the cases that law provides), nothing in these Terms limits the rights it gives you that cannot be waived, including complaining to PROFECO and asking it to conciliate or arbitrate. The Spanish text of these Terms controls in that case.

20.2 LOJIK's contact for complaints: diego.gonzap@wearelojik.com, or the phone, WhatsApp or address in clause 1.2, on Business Days, Mexico City hours. LOJIK answers within 3 Business Days.

21. General

21.1 Independent parties. Nothing is exclusive. LOJIK may work for others, including in your industry, without using your Confidential Information. Nothing in the Agreement creates a partnership, joint venture or employment relationship.

21.2 Subcontractors. LOJIK may use subcontractors bound by duties at least as strict as these Terms, names them on request, and is responsible for their work.

21.3 Neither party is liable for delay caused by events outside its reasonable control (caso fortuito o fuerza mayor), other than paying money due.

21.4 Order of documents. The Agreement replaces earlier proposals and discussions. The Quote or Engagement Letter sets the service, price, payment plan, dates and Scope. It changes a clause of these Terms only where it names that clause and states the change. The Scope describes the work and cannot change these Terms. A signed data-processing agreement controls on data protection. Purchase-order terms do not apply.

21.5 Versions of these Terms. Each Quote, Engagement Letter or order names the version of these Terms it uses; a new version applies only to later engagements. Changes to an engagement need a writing both parties confirm; an email exchange counts.

21.6 Notices go by email or to the other party's address: to LOJIK, at the notice email or address in clause 1.2; to the Client, at the notice email or address the Engagement Letter or order names.

21.7 Signing. Electronic signatures, acceptance by email from the notice address, and acceptance in LOJIK's site or app are valid. Accepting these Terms at checkout is a signature.

21.8 Transfer. Neither party may transfer the Agreement without the other's written consent, except that Diego may transfer it to a company of which he is a partner that takes over the LOJIK business, on 30 days' written notice to your notice email, with every term unchanged. By accepting these Terms you consent now to that transfer of LOJIK's rights and obligations; from the date in the notice, the company is the party in Diego's place. Amounts Diego invoiced before that date stay payable to him. Diego stays bound by clause 11.2 to transfer to you the economic rights he holds in work made before that date, unless he has assigned them to the company, which is then bound in his place. Within the notice period you may end, with immediate effect by written notice, any engagement not yet delivered, or Operate; clause 15.5 sets the refund. Clause 11.3 governs transfer of the Kit licence. An unenforceable clause does not affect the rest, and not enforcing a clause once does not waive it.

21.9 Language. These Terms are published in Spanish and English. The Spanish text controls, except that for a Client outside Mexico the English text controls. Where the LFPC applies to you, the Spanish text always controls (clause 20.1). The other text is provided for reference.