"Eclipse" or "Provider" refers to Eclipse Soluciones IA, a B2B technology company based in Mexico.

"Client" refers to the individual or legal entity that contracts Eclipse's services.

"Project" refers to the set of deliverables agreed upon between Eclipse and the Client, including website, automations, AI integrations, and any additional services specified in the commercial proposal.

"Commercial Proposal" is the formal document that details the scope, deliverables, timeline, and economic conditions of the Project.

Eclipse commits to delivering exclusively the services and deliverables described in the Commercial Proposal accepted by the Client.

Any functionality, integration, or module not included in the Commercial Proposal will be considered a scope change and quoted separately.

The Client will receive full access to the project source code upon completion, except for third-party tools and libraries subject to their own licenses.

The design, structure, and technical architecture of the project are Eclipse's responsibility and are executed according to industry best practices.

The work timeline is established in the Commercial Proposal and begins counting from the receipt of the 50% advance payment.

Eclipse will provide access to a test link for the Client to review progress periodically.

Delays caused by lack of materials from the Client (text, images, logos, catalogs) are not Eclipse's responsibility and may modify the delivery date.

Each project phase includes up to 2 revision rounds at no additional cost. From the third revision round on the same phase, Eclipse reserves the right to quote additional time.

The Client must consolidate feedback and respond to phase approval requests within 5 business days. If no response is received within that period, the phase will be considered approved.

If the Client does not deliver required materials within the first 15 calendar days of the project, Eclipse may formally pause the work. If the pause exceeds 30 days due to Client inactivity, resumption may be subject to a reactivation fee.

Payment is divided into two installments: 50% upon accepting the Commercial Proposal (advance) and 50% at the end of the development phase (week 4 of the timeline).

Monthly maintenance payments begin the month following the project launch.

In case of maintenance payment delay exceeding 15 calendar days, Eclipse reserves the right to temporarily suspend hosting, support, and AI license services until payment is regularized.

Prices do not include VAT unless otherwise specified in the Commercial Proposal.

Eclipse issues a fiscal invoice (CFDI) for each payment received, upon request of the Client's fiscal data.

Source code developed specifically for the project becomes the Client's property once 100% of the implementation cost is paid.

Third-party tools, frameworks, libraries, and APIs used (Next.js, Tailwind CSS, FastAPI, PostgreSQL, n8n, Meta Cloud API, AI services, etc.) are subject to their respective usage licenses.

The custom domain (.com / .mx) is registered in the Client's name. Eclipse manages the technical configuration during the contract. Upon cancellation, Eclipse facilitates full domain transfer to the Client within a maximum of 15 business days.

Eclipse reserves the right to use the project as a case study or commercial reference, unless the Client requests confidentiality in writing.

Designs, logos, and visual identity provided by the Client are the Client's exclusive property.

Eclipse commits to treating all Client and end-user information with strict confidentiality, in accordance with applicable Mexican data protection law (LFPDPPP).

Data stored in the project database is the Client's exclusive property.

Eclipse uses Anthropic's enterprise API (Claude Sonnet 4) for the AI agent. Under Anthropic's business policy, data sent through the API is never used to train their models.

AI agent responses are informational and advisory in nature. Eclipse is not liable for commercial decisions made by the Client or their end-users based on AI responses. The Client is responsible for reviewing and validating AI content before activating the agent in production.

Automatic daily backups are stored securely in cloud infrastructure and retained for a minimum period of 30 days.

Upon contract termination, Eclipse will deliver a complete copy of the Client's database in standard format (SQL) within 15 business days. Client data on Eclipse servers will be permanently deleted 30 days after the effective cancellation date.

Monthly maintenance for the Digital Presence package is $1,800 MXN/month. The Full Automation + AI package (combined) is $4,500 MXN/month. Both include: dedicated server hosting, AI licenses, technical support for errors, security updates, daily backups, and professional email accounts.

The WhatsApp Business add-on includes 150 conversations per day. A conversation equals a 24-hour messaging window with a single user, regardless of how many messages are exchanged in that period. Conversations exceeding the daily limit are billed to the Client at Meta's current rate and invoiced separately from the monthly maintenance fee.

Technical support covers functionality errors and operational issues. It does not include development of new features or design changes.

Support requests are handled during business hours (Monday to Friday, 9:00 AM to 6:00 PM Central Mexico Time) with a maximum response time of 24 business hours for standard issues and 4 business hours for critical system outages.

New features, additional integrations, or significant design changes are quoted separately with preferential pricing for active clients.

The Client may cancel the project at any time before final delivery. The 50% advance is non-refundable as it covers the planning and initial development work.

If Eclipse cannot complete the project due to causes attributable to Eclipse, 100% of received payments will be refunded.

Monthly maintenance can be cancelled with 30 calendar days prior notice. Upon cancellation, Eclipse will deliver to the Client: (a) complete database backups in SQL format, (b) project source code, and (c) full access and transfer of the custom domain.

Client data on Eclipse servers will be permanently deleted 30 days after the effective cancellation date.

After maintenance cancellation, Eclipse is not responsible for hosting, security, or project operation.

Eclipse guarantees that the project will function as described in the Commercial Proposal for the first 90 days after launch. Functionality errors within this period are corrected at no additional cost.

Eclipse is not responsible for data loss caused by Client actions, third-party attacks, or force majeure.

Server availability depends on the cloud infrastructure provider (Oracle Cloud) and is subject to their own SLA.

Eclipse does not guarantee specific commercial results (sales, conversions, traffic) derived from project use.

Commercial proposals are valid for 30 calendar days from their date of issue.

Eclipse reserves the right to modify these terms and conditions, notifying the Client 30 days in advance.

Any modification to these terms during an active project requires written consent from both parties.

For inquiries about these terms, the Client may contact Eclipse via email or WhatsApp at the contact information provided in the Commercial Proposal.

Eclipse uses third-party services to deliver its offering: Anthropic (AI API), Brevo (email marketing), Meta Cloud API (WhatsApp Business), and Oracle Cloud (infrastructure), among others.

Third-party service pricing is subject to change by their respective providers. If a provider significantly modifies its rates, Eclipse will notify the Client at least 30 days in advance and agree on a maintenance price adjustment or alternative solution.

Eclipse is not liable for service interruptions caused by failures, policy changes, or discontinuations of third-party services outside Eclipse's control.

Use of the WhatsApp Business add-on is subject to Meta's Acceptable Use Policy. The Client is responsible for ensuring their WhatsApp usage complies with those policies. Non-compliance may result in Meta suspending the WhatsApp number, without liability for Eclipse.

This agreement is governed by the laws of the United Mexican States.

Any dispute arising from the interpretation or performance of this agreement will preferably be resolved through direct negotiation between the parties.

If no agreement is reached, both parties submit to the jurisdiction of the competent courts of Mexico City, waiving any other jurisdiction that may apply based on their current or future domiciles.