These govern the projects we deliver for your firm, notary office or company. You remain the professional responsible towards your own clients: our systems assist, they do not decide. You own your content and the deliverables, we own our tools. Liability is capped at what you have paid us in twelve months.
1. Subject matter and contract documents
These terms govern the design, development, deployment and maintenance of artificial intelligence systems by Latinomics Mexico AC, trading as AI Lawyers, for a professional or business client.
The contract consists of the signed proposal or order, these general terms and the data processing agreement. In case of conflict the signed proposal prevails, then the data processing agreement, then these terms.
These terms are addressed to professionals and businesses only. They do not apply to consumers.
2. Services
The specific scope, deliverables, schedule and price are set out in the proposal. Unless stated otherwise, services are delivered remotely, on business days, in Spanish or English.
Any work not described in the proposal is out of scope and requires prior written agreement on its price and its effect on the schedule.
3. Your cooperation
Delivery on time depends on your cooperation. You agree to appoint a contact with decision-making authority and to provide, within a reasonable time:
- The sources, templates, models and review criteria required.
- Technical access to the channels and systems where the solution is deployed.
- Validations and approvals within the agreed deadlines.
Delays caused by the absence of that cooperation shift the schedule accordingly and do not give rise to liability for AI Lawyers.
4. Delivery and acceptance
You have ten business days from each delivery to review it and report in writing any deviation from what was agreed. We will correct well-founded deviations at no cost. If that period passes without objection, or if you put the deliverable into production, it is deemed accepted.
5. Fees and payment
Fees are those set out in the proposal and exclude taxes, which are charged as applicable law requires. Unless agreed otherwise, we invoice by milestone and payment falls due thirty days from the invoice date.
Recurring services, such as corpus maintenance or the monthly model review, are invoiced in advance. Non-payment of a due invoice entitles AI Lawyers to suspend the service on fifteen days' written notice.
6. Intellectual property
You retain full ownership of your content: templates, document models, criteria, databases and any material you provide, as well as the data the system processes.
Once the fees are paid, you acquire ownership of the specific deliverables developed for you, meaning the configurations, prompts, flows and integrations built to order within the project.
AI Lawyers retains ownership of its methodology, reusable components, libraries and pre-existing or general purpose tools, and grants you a non-exclusive, perpetual and non-transferable licence over them to use the deliverable for its intended purpose.
Language models belong to their providers. Use of the output they generate is subject to those providers' terms in addition to these.
7. Confidentiality
Each party will keep the other's confidential information secret, use it only to perform the contract, and limit access to those who need it. The obligation survives for three years after termination, and indefinitely for trade secrets protected as such by law.
It does not cover information that is public without breach, already lawfully held, independently developed, or required to be disclosed by law or court order, in which case the other party will be notified where lawful.
8. Data protection
Where AI Lawyers processes personal data on your behalf, it acts as processor and you act as controller. That relationship is governed by the data processing agreement published below, which forms an inseparable part of these terms.
9. Limits of AI and professional supervision
This is the most important clause in this document. The systems we build assist the work of qualified professionals. They do not give legal advice, do not replace professional judgement and do not make decisions for you.
Language models can produce incomplete, outdated or incorrect output, including output that sounds confident. You agree to subject any output to professional review before using it with third parties, filing it before an authority or court, or incorporating it into a document with legal effect.
You retain in full your professional and ethical responsibility towards your own clients and towards the bars and authorities that supervise you. AI Lawyers assumes none of that responsibility and is not a party to the relationship between you and your clients.
It is your responsibility to disclose the use of automated systems to your clients where applicable regulation or your code of conduct requires it.
10. Warranties
AI Lawyers warrants that the services will be performed with the diligence and technical competence expected of a professional in the sector, and that it holds the rights necessary over the components it contributes.
We do not warrant that the systems will run uninterrupted or error free, or that their output will be accurate, complete or fit for a particular purpose. To the extent permitted by law, all other warranties, express or implied, are excluded.
11. Limitation of liability
To the extent permitted by law, AI Lawyers is not liable for loss of profit, loss of opportunity, loss or corruption of data not attributable to it, or for indirect or consequential loss, however caused.
The total aggregate liability of AI Lawyers under the contract is limited to the amount actually invoiced and collected in the twelve months preceding the event giving rise to it.
These limits do not apply to wilful misconduct, gross negligence, breach of confidentiality or data protection obligations, or anything the law declares cannot be limited.
12. Indemnity
You will hold AI Lawyers harmless against third party claims arising from the content, data or instructions you provide, or from your use of the deliverables outside the professional supervision required by clause 9.
AI Lawyers will hold you harmless against third party claims alleging that its own components infringe intellectual property rights, provided you notify it without delay and allow it to conduct the defence.
13. Subcontracting
AI Lawyers may subcontract part of the services and remains responsible for the subcontractor's work as if it were its own. Subcontracting that involves processing personal data is governed by the data processing agreement.
14. Term and termination
The contract runs for the term set out in the proposal. Either party may terminate for material breach not remedied within thirty days of written notice. Recurring services may be terminated by either party on sixty days' written notice.
On termination you will pay for services rendered up to that date, and AI Lawyers will return or delete your data in accordance with the data processing agreement. The clauses on intellectual property, confidentiality, liability and governing law survive termination.
15. Force majeure
Neither party is liable for failure caused by events beyond its reasonable control, including prolonged interruption of essential third party services. The affected party will give notice without delay and both will negotiate a new schedule in good faith.
16. Commercial references
AI Lawyers will name you or your brand as a client only with your prior written authorisation. It may describe the work in anonymised form, with no detail that could identify you.
17. Assignment and amendments
Neither party may assign the contract without the other's written consent, except in the case of corporate reorganisation. Any amendment requires written agreement from both parties.
18. Governing law and jurisdiction
These terms are governed by the law of Mexico. The parties submit to the courts of Córdoba, Veracruz, waiving any other jurisdiction that might apply.
19. Language versions
These terms are published in Spanish and English. Because they are governed by Mexican law, the Spanish version prevails in case of any discrepancy.