Terms of Service

Acceptance and contract formation

These terms govern xala.studio and the professional services provided by XALA Studio, based in Tijuana, Baja California, Mexico.

The contract between you (client) and us is formed when you sign a written proposal — including electronic signature as recognized by Title II of the Mexican Commercial Code — or when you make the first payment against one of our invoices. If your signed proposal and these terms conflict, the signed proposal wins.

Using this site or contacting us also means you accept these terms and our Privacy Notice.

Services

XALA Studio designs and builds:

• AI-native websites — fast rendering, semantic markup, schema.org structured data, built to be cited by generative engines.
• GEO / AISEO (Generative Engine Optimization) strategy and execution — so you appear in answers from ChatGPT, Perplexity, Claude, Gemini, and Google AI Overviews.
• Custom AI platforms and integrations.

Specific deliverables for your project are defined in the signed proposal. This document does not replace or modify them.

Scope and changes

The signed proposal defines scope: pages, features, integrations, timelines. Anything not in there is out of scope.

If you ask for something new mid-project, we quote it separately as a written change order by email — with cost and timeline — before starting. No surprise charges on the invoice.

We include up to two revision rounds per page for the launch site. Additional rounds or structural changes are quoted as a change order.

Pricing and payment

We bill in US dollars (USD). If you need an invoice in Mexican pesos, we issue it at the Banco de México daily exchange rate.

Typical structure

Payment terms

• Setup: 50% on signing, 50% on launch. Second payment is invoiced the day the site goes to production.
• Monthly retainer: invoiced on the 1st of each month, due in 7 days. Starts the month after launch.
• Late fees: invoices unpaid for more than 15 days accrue 3% monthly interest and may pause service.
• Methods: bank transfer, Stripe, Wise. No refund on amounts already earned.
• Taxes: prices do not include Mexican IVA where it applies. For foreign clients, local withholdings and taxes are the client's responsibility.

Client responsibilities

For the project to ship on time, we need from you:

• Decisions on time at each milestone. Feedback deadlines are in the proposal.
• Content you generate (bios, photos, service descriptions) at the agreed point in the schedule.
• Access to existing services when applicable: domain, Google Business Profile, current analytics.
• A single point of contact with authority to approve deliverables.

If client materials are delayed more than 30 days, we may pause the project and reschedule. The second setup payment is invoiced when you're ready to resume.

You represent that you own or have permission to use the content you share with us, and that publishing it doesn't infringe anyone's rights.

Intellectual property

What's yours stays yours. On full payment of the setup, we assign to you ownership of:

• The source code of the delivered site or platform.
• The final editorial content and design files.
• Data generated through your site (form submissions, your own analytics).

The repository sits in your GitHub. Hosting sits in your Vercel account. The domain is in your name. If you decide to leave, you take everything.

What we keep

• Our internal tools, templates, libraries, and methodologies — including anything reusable we develop in the course of the project.
• General know-how and learnings.
• The right to show the work in our portfolio (see secondary purposes in the Privacy Notice).

Third-party content

Fonts, stock photos, icons, and illustrations used in your project are licensed through their respective providers (Google Fonts, Adobe Stock, Unsplash, etc.) under their own terms. We document which license applies to each.

Confidentiality

Information you share that's marked confidential — or that should reasonably be understood as confidential (strategy, financials, client lists, unannounced plans) — we treat as confidential during the project and for three years afterward.

Standard exceptions: information already public without our fault, information we already had, information we lawfully obtain from a third party without a confidentiality obligation, or information a competent authority requires us in writing to disclose.

Third-party services

Your site runs on third-party services (Vercel, Resend, Sanity, Stripe, Profound, and others). Each has its own terms, uptime, and pricing. We are not responsible for:

• Outages, price changes, or feature changes from those providers.
• Decisions they make that affect your direct account with them.
• Changes they make to their own terms.

We recommend the providers we use because they're the best we know. Your contractual relationship is with them.

Warranties and limits

What we do guarantee:

• The site goes live on day 30 from the signed setup, provided you deliver your content on the agreed schedule.
• For 30 days after launch, we fix at no cost any technical defect attributable to our work (code bug, broken integration, deployment error).
• Compatibility with modern browsers: the last two versions of Chrome, Safari, Firefox, Edge.

What we don't guarantee:

• Any specific ranking in traditional search engines.
• Any specific volume of LLM mentions within a specific timeframe — those are opaque systems we don't control. What we do commit to in the retainer is the methodology and the monitoring.
• Commercial outcomes (leads, sales) — those depend on variables outside our scope: your offer, your market, your sales team, your brand.
• Legacy browser compatibility.

Limitation of liability

To the maximum extent permitted by applicable law, our total aggregate liability for any claim arising out of the service is limited to the amount you paid XALA Studio in the six months preceding the event giving rise to the claim.

We are not liable for indirect, incidental, or consequential damages, lost profits, lost business opportunities, data loss attributable to third-party services, or reputational harm.

These limits don't apply to willful misconduct, fraud, personal injury, or any liability that law does not allow to be limited.

Termination

For convenience

Either party may end the retainer on 30 days written notice. Services performed during that period are paid in full; unearned amounts are not.

For cause

If a party materially breaches and doesn't cure within 15 days of written notice, the other party may terminate immediately.

Effects of termination

• We deliver source code, design files, content, and account access within 7 days.
• You pay all earned amounts through the termination date.
• Clauses that by their nature should survive — confidentiality, IP, liability limits, governing law — survive.

Force majeure

Neither party is liable for failures caused by events beyond reasonable control: natural disasters, prolonged internet or power outages, mass cloud provider outages, armed conflict, pandemics, acts of government. The affected party gives written notice and both work in good faith to mitigate.

Governing law and jurisdiction

These terms are governed by the federal laws of Mexico and, where applicable, the laws of the State of Baja California.

For any dispute, the parties will first try to resolve it in good faith in a video meeting within 15 days of written notice. If that fails, the parties expressly and irrevocably submit to the competent courts of the city of Tijuana, Baja California, Mexico, waiving any other jurisdiction that might apply.

Changes to these terms

We may update these terms. The current version lives at xala.studio/terms with its date. Material changes affecting active contracts are emailed to active clients at least 30 days in advance; if you disagree, you may terminate the retainer in that window without penalty.

Contact

Related documents: Privacy Notice · Versión en español