Terms and Conditions of Use

TERMS AND CONDITIONS OF USE

Effective date: April 30, 2026

Version: 3.0.2

Coverage: Mexico · Colombia · Argentina · Chile · Ecuador · Spain · European Union

INTRODUCTION

These Terms and Conditions ("Terms") shall govern the use of the XELIA platform, owned and operated by ALTHAGIZ SERVICES NAT, S.A.P.I. DE C.V. ("XELIA", "we", "us", or "our"). By registering on the platform, contracting a paid plan, or otherwise using our services, the Client shall accept these Terms in their entirety and without reservation.

If the Client does not agree with any part of these Terms, the Client shall refrain from using the platform.

These Terms are complemented by the XELIA Privacy Notice, the Cookie Policy, and, where applicable, a Data Processing Addendum (DPA) that extends the obligations of ALTHAGIZ SERVICES NAT as data processor on behalf of the Client.

1. DEFINITIONS

For purposes of these Terms, the following capitalised terms shall have the meanings set forth below:

"Platform" or "Service": the set of products, APIs, dashboard, websites, and applications operated under the XELIA brand by ALTHAGIZ SERVICES NAT, S.A.P.I. DE C.V.

"Client" or "Tenant": the natural or legal person that contracts a paid plan of the Service.

"End User": the person whom the Client contacts or manages through XELIA, including prospects identified by XELIA and the Client's own customers.

"Client Content": the data, lists, files, configurations, prompts, recordings, and any other information uploaded, created, or managed by the Client within the Platform.

"Minutes": units of voice consumption included in the contracted plan and consumed by outbound or inbound calls orchestrated by the Service.

"Campaigns": automated outbound contact flows orchestrated by XELIA on behalf of the Client, including but not limited to voice and messaging outreach.

"AI" or "Artificial Intelligence": the integrated third-party artificial intelligence models and services relied upon by XELIA, including without limitation Anthropic Claude, OpenAI GPT, Google Gemini, Perplexity, and Deepgram.

"Applicable Law": the laws, regulations, and regulatory guidance in force in each of the jurisdictions covered by these Terms, including any data protection, telecommunications, consumer protection, and electronic commerce regulations.

"DPO": the Data Protection Officer designated by ALTHAGIZ SERVICES NAT, S.A.P.I. DE C.V., currently Leonardo Abad Galán.

2. ELIGIBILITY AND REGISTRATION

2.1 Requirements

To contract and use the Service, the Client shall:

Be at least eighteen (18) years of age.
Represent a validly constituted legal entity, where applicable.
Reside or operate in one of the supported countries: Mexico, Colombia, Argentina, Chile, Ecuador, or Spain.
Not be included on any applicable international sanctions list.
Provide truthful, complete, and up-to-date information, including tax and billing details.

2.2 Prohibited use

The Client shall not use XELIA to:

Contact minors.
Contact persons listed on any applicable Do-Not-Call registry without prior verification.
Send mass spam or unsolicited communications to business-to-consumer (B2C) recipients without consent.
Engage in illegal, fraudulent, defamatory, or infringing activities.
Disassemble, reverse-engineer, or attempt to extract source code of the Platform.
Operate toward recipients located within the United States without XELIA's express written authorisation, given the restrictions of the Telephone Consumer Protection Act (TCPA).
Impersonate another person or entity.
Circumvent plan limits, create fraudulent multiple accounts, or manipulate billing.

3. CLIENT ACCOUNT

3.1 Credentials

The Client shall be responsible for maintaining the confidentiality of its credentials and for all activities conducted under its account. The Client shall immediately notify any unauthorised use to soporte@xelia.ai.

3.2 Truthful information

The Client shall provide truthful, complete, and up-to-date information, including tax identification number, legal name, tax data, registered address, and contact telephone. XELIA may suspend accounts that contain false, misleading, or incomplete information.

3.3 Multi-user

Clients on the PRO, MAX, and ENTERPRISE plans may add additional users to their account. The administering Client shall remain responsible for the acts of all its users and shall ensure that each user complies with these Terms.

4. PLANS, PAYMENTS AND BILLING

4.1 Available plans

IMPULSO Plan: $149 USD/month

500 minutes included
Up to 3 active campaigns
1 number · chat · WhatsApp · email

PRO Plan: $349 USD/month

1,150 minutes included
Up to 6 active campaigns
1 number · multi-agent · analytics

MAX Plan: $899 USD/month

3,000 minutes included
Up to 9 active campaigns
1 number · all add-ons

ENTERPRISE Plan: Custom pricing

Custom minutes
Custom campaigns
Custom DPA · dedicated SLA

4.2 Billing cycle

Plans shall be charged monthly in advance through Stripe.
Renewal shall be automatic unless cancelled pursuant to Section 4.6.
Prices shall be stated in United States dollars (USD); Stripe will convert to the Client's local currency according to the prevailing exchange rate.
Applicable taxes shall be added pursuant to the Client's jurisdiction, including value-added tax, where applicable.

4.3 Minute top-ups

The following top-ups are available: $39 for 100 minutes, $69 for 200 minutes, and $99 for 300 minutes ("Recharge Pro"). Top-ups shall not expire while the subscription remains active and shall be consumed after the monthly plan's included minutes.

4.4 Overage

If the Client exceeds the minutes included in the plan and has no available top-ups, overage fees shall apply as follows: IMPULSO $0.35/min, PRO $0.25/min, and MAX $0.20/min.

4.5 Charge for additional campaigns

Outbound campaigns exceeding the number included in the plan shall be charged additionally through Stripe at the time of creation. The Client expressly authorises such charge upon contracting. Campaigns shall be billed per execution, not per contacted lead.

4.6 Cancellation

The Client may cancel at any time from its dashboard.
Cancellation shall take effect at the end of the current billing period.
There shall be no refunds for partial periods, except where Applicable Law in the Client's country otherwise provides.
Data shall be retained for ninety (90) days after cancellation, unless immediate deletion is requested in writing.

4.7 Payment failure

If payment fails, XELIA shall automatically retry for seven (7) days. Thereafter, the account shall be suspended. After thirty (30) days of suspension without payment, the account may be permanently deleted.

5. CLIENT CONTENT

5.1 Ownership

The Client shall retain all intellectual property rights over its Content. XELIA shall not claim ownership of Client Content.

5.2 License to XELIA

The Client shall grant XELIA a worldwide, non-exclusive, royalty-free licence, limited to the following purposes:

Providing the contracted Service.
Improving the Platform, only in aggregated and anonymised form.
Complying with legal obligations.

This licence shall terminate upon deletion of Client Content or cancellation of the account, subject to the applicable retention periods set forth in these Terms and in the Privacy Notice.

5.3 Client's responsibility

The Client warrants and represents that its Content:

Is owned by the Client or the Client holds sufficient rights to use it for the contracted purposes.
Does not infringe third-party rights, including intellectual property, privacy, or publicity rights.
Does not violate Applicable Law.
Does not contain malware, viruses, worms, trojans, or any other harmful code.

6. PROSPECTING SERVICE AND OUTBOUND CAMPAIGNS

6.1 Nature of the service

XELIA offers automated business-to-business (B2B) outbound prospecting functionality. The Service identifies businesses through legally accessible public data sources and contacts them pursuant to the parameters configured by the Client.

6.2 Public data sources used

DENUE of the Instituto Nacional de Estadística y Geografía (INEGI) — Mexico.
RUES — Cámara de Comercio de Colombia.
Google Places API — global.
Official public directories per country.

6.3 Per-plan limits

Campaigns shall be gated by plan. Upon attempting to create a campaign beyond the included limit, the Client will be redirected to payment through Stripe. The Client expressly authorises such charge.

6.4 Exclusive B2B restriction

XELIA shall not perform cold outbound to individual consumers (B2C). Outbound shall operate only toward businesses with publicly available commercial contact information. Campaigns that attempt to contact natural persons without prior consent will be technically blocked.

6.5 Disclaimer regarding public-source data

Data obtained from public sources may contain errors, duplicates, or outdated information. XELIA shall not guarantee absolute accuracy. The Client shall assume responsibility for verifying the suitability of the contact prior to initiating prolonged commercial communications.

6.6 Client's responsibility

The Client shall be the ultimate CONTROLLER of the contacts and shall be RESPONSIBLE for:

The legality of the purpose of contact within its jurisdiction.
Compliance with local competition and consumer protection laws.
The truthfulness of the content offered.
The actual availability of the product or service offered.
Honouring opt-out requests from End Users.
Honouring sales or scheduling commitments generated by XELIA.

6.7 Consent-First Mode for Spain

In Spain, XELIA shall operate mandatorily in Consent-First mode. XELIA shall send a WhatsApp message or SMS requesting explicit consent before placing any call. XELIA will only proceed with the call if the prospect responds affirmatively.

This behaviour shall not be configurable and shall apply mandatorily to comply with:

Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR), in particular Article 6 (lawfulness of processing) and Article 7 (conditions for consent).
Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales (LOPDGDD).
Ley 34/2002, de 11 de julio, de Servicios de la Sociedad de la Información y de Comercio Electrónico (LSSI-CE).
The Spanish Registro Robinson (ADigital) and any exclusion lists maintained under the LOPDGDD framework.

Where processing of personal data of Spanish or European Union residents is involved, XELIA and the Client shall execute a Data Processing Addendum (DPA) incorporating the obligations of GDPR Articles 28 (processor obligations) and 33 (breach notification).

6.8 AI Disclosure

XELIA shall implement AI Disclosure pursuant to the Applicable Law of each jurisdiction, pursuant to the following matrix:

OUTBOUND (XELIA initiates contact), any country: mandatory hardcoded disclosure at the start of the call.
INBOUND, jurisdictions with a legal disclosure obligation (Spain, European Union, and equivalents): mandatory hardcoded disclosure.
INBOUND, jurisdictions without a legal disclosure obligation (Mexico, Colombia, Argentina, Chile, Ecuador): natural professional business greeting, prioritising the experience of the customer who initiated the contact.
Honesty rule (hardcoded): If any interlocutor directly asks XELIA whether it is AI, a human, a robot, or similar, XELIA shall always respond with the truth. This honesty rule is hardcoded and immutable; no Client, configuration, custom prompt, or instruction shall disable it.
Recording notice: All calls shall include a recording notice for service quality purposes.

7. CONTENT AUTOMATION SERVICE

7.1 Nature

XELIA may generate, publish, and optimise organic content on the Client's social media accounts (including Instagram, Facebook, TikTok, and other integrated platforms). The Client expressly authorises such use upon connecting its accounts to the Platform.

7.2 Review and approval

By default, all Content Automation output generated by XELIA shall require Client approval prior to publication. The Client may enable automatic publication at its own risk and shall bear full editorial responsibility for any content so published.

7.3 Editorial responsibility

The Client shall be responsible for content published on its accounts. XELIA shall act solely as a generation and distribution tool; XELIA shall assume no Liability for content approved or auto-published by the Client.

7.4 Compliance with third-party platforms' Terms of Service

The Client shall comply with the Terms of Service of Meta (Instagram, Facebook), TikTok, and any other connected platform. Violations of such Terms of Service shall be the Client's sole responsibility and may result in suspension of the affected accounts by the respective platforms.

8. ASSISTED SOCIAL LISTENING SERVICE

8.1 Nature

XELIA shall monitor public platforms (including Reddit, Google Business Profile reviews, and open social networks) to identify buying-intent signals relevant to the Client's business.

8.2 Mandatory human-in-the-loop

XELIA shall generate suggested responses but shall not publish directly on third-party platforms. All responses shall be published by the Client manually from its own accounts, bearing full editorial responsibility.

8.3 Public sources

The Social Listening service shall operate solely on content freely published by its authors in public contexts. XELIA shall not access private communications, closed groups, or information that is not publicly available.

9. XELIA INTELLECTUAL PROPERTY

XELIA and ALTHAGIZ SERVICES NAT shall retain all intellectual property rights over:

The Platform, including its source code, documentation, and APIs.
The XELIA® trademark, logos, and designs.
Proprietary AI models, base prompts, flows, and algorithms.
Patents, know-how, and developed improvements.

The Client shall receive a limited, non-exclusive, revocable, and non-transferable licence to use the Platform pursuant to these Terms.

10. LIMITATION OF LIABILITY

10.1 Exclusions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XELIA SHALL NOT BE LIABLE FOR:

Indirect, incidental, special, consequential, or punitive damages.
Loss of profits, goodwill, data, or business opportunities.
Service interruptions caused by infrastructure providers (including Hetzner, Amazon Web Services, Cloudflare, Twilio, Stripe, and Meta).
Inaccuracies in AI-generated outputs that were not reviewed by a human.
Content published by the Client on its social media accounts.
Third-party claims arising from outbound campaigns executed by the Client.

10.2 Monetary cap

XELIA'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF CAUSE OR FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT TO XELIA IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

The Liability cap set forth in this Section 10.2 shall apply to all claims, whether based on contract, tort, strict Liability, or any other legal theory, to the maximum extent permitted by Applicable Law.

10.3 Exceptions

The limitations of Liability set forth in this Section 10 shall not apply to: (a) cases in which Applicable Law prohibits their limitation; (b) express indemnification obligations set forth in Section 11; (c) violations of XELIA's intellectual property rights by the Client; and (d) breaches of confidentiality obligations set forth in Section 15.

11. INDEMNIFICATION

The Client shall indemnify, defend, and hold harmless XELIA, its officers, directors, employees, and agents, from and against any claim, demand, loss, damage, Liability, cost, and expense (including reasonable attorneys' fees) arising from:

Breach of these Terms by the Client.
Violation of Applicable Law when using the Platform.
Violation of third-party rights through Client Content or Campaigns.
Content published by the Client on social media.
Claims from End Users contacted during outbound Campaigns.
False information provided by the Client at registration.

11.5 Indemnification Waterfall (v3.0.2)

This clause structures indemnification responsibilities among XELIA, the Client, and third parties across four concurrent tiers. It does not expand XELIA's total Liability beyond the cap set forth in Section 10.2, except where Applicable Law prohibits such limitation.

Note: this section codifies and clarifies obligations that already derive from Sections 10, 11, 12, and the DPA v1.0. It is subject to external legal counsel review prior to full effectiveness.

Tier 1 — Client indemnifies XELIA

In addition to the matters enumerated in 11.1, the Client shall indemnify XELIA against claims or sanctions arising from:

Use of the Platform that violates Applicable Law in the Client's jurisdiction or that of the End User contacted.
Personalized prompts or Campaigns that breach REPEP (Mexico), Do-Not-Call (Argentina/Chile), the Robinson List (Spain), TCPA (United States), or analogous exclusion registries.
Contact with numbers included in Client-maintained exclusion lists that the Client was obliged to keep current.
Use of third-party data without valid consent or lawful basis declared by the Client.
Client-side violations of the Terms of Service of underlying providers (Meta/WhatsApp, Twilio, Stripe, Google, OpenAI, Anthropic), whose obligations cascade pursuant to Tier 3.

Tier 2 — XELIA indemnifies the Client (subject to 10.2 cap)

XELIA shall indemnify the Client, subject to the monetary cap in Section 10.2 and the exceptions of 10.3, against:

Material and repeated failures to meet the 99.5% monthly availability commitment set forth in Section 12.1.
Security breaches attributable to gross negligence or willful misconduct of XELIA in the processing of the Controller's Personal Data, pursuant to Section 5 of the DPA v1.0.
Demonstrated XELIA violations of the DPA v1.0 clauses executed between the parties.
Processing of Personal Data by XELIA without a declared lawful basis, outside the Controller's documented instructions.

Tier 3 — Passthrough to third-party providers

XELIA operates as a technical conduit integrating third-party services. The Terms of Service of such providers bind the Client in its indirect use:

Any suspension, rate-limit, or deactivation imposed by Meta, Twilio, Stripe, Google, OpenAI, Anthropic, Deepgram, Perplexity, or any other underlying provider as a consequence of the Client's activity shall not constitute a breach by XELIA.
XELIA does not assume obligations inherent to such providers (for example, guarantees of delivered messages, number availability, WhatsApp template approvals, Stripe settlement times).
XELIA shall notify the Client without undue delay of any restrictions of which it becomes aware that substantially affect the Service and shall reasonably cooperate with the Client to identify alternatives.

Tier 4 — Regulatory authorities and fines

When a competent regulatory authority imposes a fine, sanction, or requirement:

XELIA shall cooperate with the investigation to the extent required by Applicable Law.
Economic Liability for the fine or sanction shall fall on the party whose action or omission originated the infraction: XELIA where a failure of its safeguards or technical controls is substantiated, the Client where the infraction derives from its use of the Platform outside these Terms or the Acceptable Use Policy.
Each party shall notify the other in writing within forty-eight (48) hours of becoming aware of any relevant requirement, subpoena, notification, or proceeding initiated by an authority.
Nothing in this clause affects the non-waivable rights of the Data Subject to file claims directly before the data protection authority of their country of residence, pursuant to Section 16.4.

12. AVAILABILITY AND SERVICE LEVELS

12.1 Availability commitment

XELIA shall endeavour to maintain 99.5% monthly availability of the Service, excluding announced maintenance windows. ENTERPRISE plans may include custom Service Level Agreements (SLAs) under separate written agreements.

12.2 Maintenance

Scheduled maintenance shall be announced with at least forty-eight (48) hours' prior notice via email and/or dashboard banner. Emergency maintenance may be performed without prior notice where critical to security or integrity of the Service.

12.3 Events beyond control

XELIA shall not be liable for interruptions caused by events beyond its reasonable control, including without limitation infrastructure provider failures, distributed denial-of-service (DDoS) attacks, natural disasters, governmental acts, or force majeure.

13. MODIFICATION OF TERMS

XELIA may modify these Terms from time to time. Material changes will be notified to the Client by email and/or dashboard banner with at least thirty (30) days' prior notice. Continued use of the Platform after the effective date of the modification shall constitute acceptance of the modified Terms. If the Client does not agree with the modification, the Client may cancel without penalty during the thirty (30) day notice period.

14. SUSPENSION AND TERMINATION

14.1 By the Client

The Client may cancel at any time pursuant to Section 4.6.

14.2 By XELIA

XELIA may suspend or terminate the Client's account immediately if the Client:

Breaches these Terms.
Uses the Platform for illegal or fraudulent purposes.
Fails to pay amounts due for more than thirty (30) days.
Represents a reputational or legal risk to XELIA.
Is so ordered by a competent judicial or administrative authority.

14.3 Effects of termination

Immediate cessation of access to the Service.
Data shall be retained for the periods set forth in Section 7 of the Privacy Notice.
Accrued payment obligations shall remain enforceable.
Clauses that by their nature are intended to survive — including intellectual property, Limitation of Liability, indemnification, and confidentiality — shall survive termination of these Terms.

15. CONFIDENTIALITY

Both parties shall maintain the confidentiality of non-public information exchanged between them, including configurations, business data, metrics, and shared roadmaps. This obligation shall survive for a period of three (3) years following termination of the commercial relationship.

16. GOVERNING LAW AND JURISDICTION

16.1 Governing Law

These Terms shall be governed by the laws of the United Mexican States, without regard to conflict-of-laws rules, including the Federal Civil Code, the Federal Commercial Code, and the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP).

16.2 Jurisdiction

Any dispute, controversy, or claim arising out of or relating to these Terms shall be submitted to the exclusive Jurisdiction of the competent courts of Mexico City (Ciudad de México), Mexico, and the parties hereby expressly waive any other venue to which they might otherwise be entitled by reason of their present or future domicile.

16.3 Amicable resolution

Prior to initiating any legal action, the parties shall attempt to resolve the dispute amicably through direct good-faith negotiation for a period of at least thirty (30) days from formal written notice delivered to privacidad@xelia.ai.

16.4 Consumer rights

These clauses shall not limit any non-waivable rights available to the Client as a consumer under the laws of its country of residence, including, as applicable:

Mexico: Ley Federal de Protección al Consumidor (PROFECO).
Colombia: Ley 1480 de 2011 (Estatuto del Consumidor).
Argentina: Ley 24.240 de Defensa del Consumidor.
Chile: Ley 19.496 sobre Protección de los Derechos de los Consumidores (SERNAC).
Ecuador: Ley Orgánica de Defensa del Consumidor (LODC).
Spain: Texto Refundido de la Ley General para la Defensa de los Consumidores y Usuarios (RDL 1/2007).

17. MISCELLANEOUS PROVISIONS

17.1 Entire agreement

These Terms, together with the Privacy Notice, the Cookie Policy, and any signed DPA, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede any prior understandings or agreements.

17.2 Partial invalidity

If any clause of these Terms is declared invalid, illegal, or unenforceable by a court of competent Jurisdiction, the remaining clauses shall remain in full force and effect.

17.3 No waiver

The failure of either party to exercise any right or remedy under these Terms shall not constitute a waiver of such right or remedy, nor shall it prevent the exercise of that right or remedy on any subsequent occasion.

17.4 Assignment

The Client shall not assign these Terms, in whole or in part, without XELIA's prior written consent. XELIA may assign these Terms in the event of merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

17.5 Languages

The original version of these Terms is in Spanish. Translations, including this English version, are provided for the Client's convenience; in the event of conflict between versions, the Spanish version shall prevail.

17.6 Notices

Formal notices shall be sent to: privacidad@xelia.ai (for XELIA) and to the Client's registered email address on file in the dashboard.

18. CONTACT

ALTHAGIZ SERVICES NAT, S.A.P.I. DE C.V.

Avenida División del Norte, Colonia Lomas de Memetla, CP 05330, Alcaldía Cuajimalpa de Morelos, Mexico City, Mexico.

Data Protection Officer (DPO): Leonardo Abad Galán
Privacy / Legal Support: privacy@xelia.ai · privacidad@xelia.ai
Technical Support: soporte@xelia.ai
Commercial: ventas@xelia.ai
General: hola@xelia.ai

The Data Protection Officer Leonardo Abad Galán shall be the single point of contact for data subjects, supervisory authorities, and the Client regarding matters of personal data protection, privacy rights, and processor obligations under the GDPR, the LFPDPPP, and equivalent regulations covered by these Terms.

ACCEPTANCE OF TERMS

BY CLICKING "I ACCEPT", "SIGN UP", "SUBSCRIBE TO A PLAN", OR BY ACCESSING OR USING THE SERVICE IN ANY OTHER MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, VERSION 3.0.2, EFFECTIVE APRIL 30, 2026.

IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHALL REFRAIN FROM USING THE SERVICE.

Effective date: April 30, 2026

Version: 3.0.2

Territorial coverage: Mexico · Colombia · Argentina · Chile · Ecuador · Spain · European Union

Data Protection Officer: Leonardo Abad Galán — privacy@xelia.ai · privacidad@xelia.ai