Terms & Conditions

These terms and conditions apply between the User of Services, the Client, and Motina - the owner of the Services and this Website. Your agreement to comply with and be bound by these terms and conditions and to grant any and all licences required is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Services.

1. DEFINITIONS AND INTERPRETATION

   1. In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:

      ”Account“ means collectively the personal information, payment information and credentials used by Users to access the Services through the Web Site;

      ”Agreement“ means this binding agreement that shall come into effect between the User and Motina following the User’s acceptance of these terms and conditions and which shall incorporate these terms and conditions;

      ”Client“ means any organisation (business, charity, public body) who chooses to implement Motina within their organisation.;

      ”Content“ means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website or Services;

      ”Fees“ means the sum of money paid by Users at monthly or annual intervals to keep their Account active and to enable them to access the Services;

      "GDPR" means the EU General Data Protection Regulation;

      ”Personal Data“ means any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier;

      ”Services“ means collectively the online facilities, tools, services or information that Motina makes available through the Website either now or in the future;

      ”Subscription Period“ means the period for which a subscription has been purchased by way of payment of Fees;

      ”User / Users“ means any third party that accesses the Website and the Services that is not employed by Motina and acting in the course of their employment; and

      ”Website“ means the website on which these terms and conditions appear (https://www.motina.co.uk) and any sub-domains of that website accessed over any protocol, unless expressly excluded by these terms and conditions.

   2. Unless the context otherwise requires, each reference in these terms and conditions to:
      1. ”writing“, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
      2. a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      3. a Clause or paragraph is a reference to a Clause of these terms and conditions.
   3. The headings and numbering used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
   4. Words imparting the singular number shall include the plural and vice versa.
   5. References to any gender shall include the other gender.

2. PROVISION OF SERVICES

   1. Motina shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.
   2. Notwithstanding, Motina does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Users. By accepting these terms and conditions the User acknowledges that the Services may change in form or nature at any time.
   3. Motina shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Users.
   4. Notwithstanding Motina’s right to perform any of the actions detailed in this Clause without prior notice, Motina shall use its best and reasonable endeavours to provide such notice whenever possible.

3. ACCESS TO SERVICES

   1. The User represents and warrants that they have the authority to enter into the Agreement, to use the Services, and to perform any and all acts as may be necessary under these terms and conditions.
   2. If the User is unable to comply with the requirements of Clause 3.1 they shall be prohibited from using the Services and must not accept these terms and conditions.
   3. In order to use the Services and to submit or create Content, Users are required to create an Account and to submit certain personal details. By accepting these terms and conditions the User represents and warrants that:
      1. any information that is submitted is accurate and truthful;
      2. all such information will be kept accurate and up-to-date; and
      3. the means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.
   4. If the User has reason to believe that their Account details have been obtained by another without consent, the User should contact Motina immediately to suspend their Account and cancel any unauthorised orders or payments that may be pending. In the event that unauthorised use is made prior to the User notifying Motina of the unauthorised nature of the order or payment, Motina will suspend access to the Services and the withdrawal of any scheduled payments pending investigation. Following investigation, it shall be determined whether or not to cancel access to the Services and make a full or partial refund of the payment to the User.
   5. The terms of Clause 3.4 shall apply notwithstanding any related provisions in Clause 16.

4. FEES

   1. Fees commence on the date that the User exceeds their limit of free usage and inputs their credit or debit card details. The User’s credit / debit card will be billed on activation and monthly or annually thereafter.
   2. The first payment will be at the price advertised on the Website. Motina reserves the right to change Fees from time to time.
   3. If a User cancels their Account, access to Motina will terminate immediately. No refunds will be available.
   4. If a User’s payment fails to clear or is declined for whatever reason then access to the service will be immediately suspended. The service will re-commenced once a debit or credit card payment is successfully completed.

5. USE OF SERVICES

   1. Motina is a service for businesses, charities, and public bodies - users are permitted to use the Services only in accordance with:
      1. these terms and conditions; and
      2. any relevant law, regulation or other applicable instrument in their particular jurisdiction.
   2. Subject to any express agreement to the contrary, Users may only access the Services through the normal means provided by Motina. Users shall not attempt to download, convert, crawl or otherwise reverse-engineer any part of the Services.
   3. The restrictions set out in Clause 5.3 shall not apply to Content submitted or created by a particular User where that User is downloading their Content, using the service as intended.
   4. Users may not engage in any conduct that may disrupt provision of the Services by Motina.
   5. Users may not reproduce, copy, duplicate, trade or resell the Services.
   6. Users’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at Motina’s discretion.

6. INTELLECTUAL PROPERTY

   1. Subject to the exceptions in Clause 7 of these terms and conditions, all Content included on the Website and Services, unless submitted or created by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, workflows, underlying code and software is the property of Motina, our affiliates or other relevant third parties. By accepting these terms and conditions the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
   2. Subject to Clause 9 Users may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website or Services unless given express written permission to do so by Motina.

7. THIRD PARTY INTELLECTUAL PROPERTY

   1. Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 6 of these Terms and Conditions to use Content from the Web Site. The exceptions in Clause 9 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

8. USER CONTENT AND INTELLECTUAL PROPERTY

   1. When using the Services to create Content, Users should do so in accordance with the following rules:
      1. Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
      2. Users must not submit Content that is intended to promote or incite violence;
      3. Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
      4. Users must not engage in any form of commercial advertising. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental;
      5. Users must not impersonate other people, particularly employees and representatives of Motina or our affiliates;
      6. Users must not use the Services for unauthorised mass-communication such as ”spam“ or ”junk mail“.
   2. Motina has the right, but not the obligation to pre or post-screen Content submitted or created by Users and may flag or filter any Content that it deems appropriate.
   3. If any Content is found to be in breach of these terms and conditions, Motina reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Services.
   4. Users are solely responsible for any and all Content that they submit or create. Motina does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
   5. Subject to sub-Clause 8.4, Users use the Services at their own risk.
   6. By submitting or creating Content Users warrant and represent that they are the author of such Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. Motina accepts no responsibility or liability for any infringement of third party rights by such Content. Further, Users waive all moral rights in any and all Content that they submit or create to be named as its author. Motina accepts no responsibility or liability for any infringement of third party rights by such Content.
   7. By accepting these terms and conditions, the User grants a non-exclusive, worldwide, perpetual licence to Motina to copy, distribute, transmit, display, transmit and reformat all Content for the purpose of providing the Services.
   8. The User represents and warrants that they have all necessary rights, power and authority to grant the licence described in Clause 8.7.

9. FAIR USE OF INTELLECTUAL PROPERTY

   1. Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in the Copyright Designs and Patents Act 1988 or other relevant legislation apply.

10. LINKS TO OTHER WEBSITES

    1. This Website may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of Motina or that of our affiliates. Motina assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.

11. PRIVACY AND DATA PROTECTION

    1. For the purposes of understanding roles in regard to the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) - Motina is defined as the Data Processor and the Client is the Data Controller.
    2. Use of the Website and the Services is also governed by Motina’s Privacy Policy which is incorporated into these terms and conditions by this reference.
    3. The Client, as Data Controller, appoints Motina as a Processor to process the Personal Data as described on the Client’s behalf.
    4. Motina will only process the Personal Data to provide the Services in accordance with the Clients written instructions as represented by by these Terms and Conditions, or otherwise to comply with applicable laws or regulatory requirement.
    5. Recognising that some fields permit Users to input free form text, anything input deemed a special category of data under GDPR will be processed pursuant to Article 9.2.b.
    6. Motina will ensure that any person with access to or processing the Personal Data is subject to a duty of confidence.
    7. Motina will take appropriate technical and organisational security measures to ensure the security of processing and protect the Personal Data from accidental or unlawful destruction, loss, alteration, unauthorised access or disclosure or unlawful processing. (Some, but not all, of the steps we take are explained in our Data Security Article here).
    8. The Client authorises Motina to appoint sub-processors as they deem appropriate or necessary for the provision of the Services.
    9. New sub-processors will be published on the list of 3rd Party Apps that Motina uses to provide the Service. (Clients and Users can follow that list to receive email notifications of updates).
    10. Motina will assist the Client in providing subject access and allowing data subjects to exercise their rights under the GDPR.
    11. Motina will assist the Client in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
    12. Motina will provide mechanisms for the Client to download all Personal Data at any time, to delete the record of a single Data Subject, and to delete all Personal Data at the end of the contract.
    13. The Client may exercise their right of Audit under GDPR legislation through Motina providing an audit report not older than 18 months prepared by an independent external auditor demonstrating Motina’s technical and organisational measures are sufficient to meet the obligations of a Data Processor under GDPR.
    14. Motina will submit to Client audits and inspections, provided the Client pays an  applicable audit fee in full, and in advance of the commencement of such audit.
    15. Motina will immediately inform the Client if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
    16. Nothing within this contract relieves Motina of its own direct responsibilities and liabilities under the GDPR.

12. DISCLAIMER OF WARRANTIES

    1. Motina makes no warranty or representation that the Website or the Services will meet Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
    2. Motina shall use its best and reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date, however Motina makes no warranty or representation that this will always be the case. Motina makes no guarantee of any specific results from the use of the Website or the Services.
    3. No part of the Website or the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.
    4. Whilst every effort has been made to ensure that all descriptions of Services available from Motina correspond to the actual services available, Motina is not responsible for any variations from these descriptions.

13. AVAILABILITY OF THE WEBSITE AND THE SERVICES

    1. The Website and the Services are provided ”as is“ and on an ”as available“ basis. Motina gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law Motina provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
    2. Motina accepts no liability for any disruption or non-availability of the Website or the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, acts of God or legal restrictions and censorship.

14. LIMITATION OF LIABILITY

    1. Motina’s liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these terms and conditions shall be limited to the value of the User’s monthly or annual subscription at the relevant time. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website, the Services or any information contained therein, to the maximum extent permitted by law, Motina accepts no liability. Users should be aware that they use the Website, the Services and all relevant Content at their own risk.
    2. Nothing in these terms and conditions excludes or restricts Motina’s liability for death or personal injury resulting from any negligence or fraud on the part of Motina.

15. TERM AND TERMINATION

    1. The term of the Agreement shall commence upon the User’s acceptance of these terms and conditions and shall continue until terminated either by the User or by Motina in accordance with this Clause 15.
    2. If a User wishes to terminate the Agreement they may do so by Cancelling their Account;
    3. Motina reserves the right to terminate the Agreement, a User’s Account and a User’s access to the Services at any time for the following reasons:
       1. The User has committed a material breach of these terms and conditions;
       2. The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
       3. Motina is required to do so by law;
       4. It has become, in the opinion of Motina, its affiliates or advisers, no longer commercially viable to continue providing the Services;
       5. Motina is no longer providing the Services in the User’s country of residence;
    4. If Motina terminates a User’s Account as a result of the User’s breach of these terms and conditions the User will not be entitled to any refund.
    5. If Motina terminates a User’s Account or subscription for any other reason, the User will not be refunded any remaining balance of their Fees.
    6. In the event that Motina terminates a User’s Account or subscription, the User will cease to have access to the Services from the date of termination.
    7. In the event that the Agreement is terminated, the User’s Account will be closed and their access to the Services suspended. Any Content that the User has submitted or created will become inaccessible to all Users from the date on which the Services become inaccessible, however copies may be retained by Motina as part of standard backup procedures.
    8. Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.

16. NO WAIVER

    1. In the event that either the User or Motina fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.

17. ASSIGNMENT

    1. Users may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of Motina, such consent not to be unreasonably withheld.

18. SEVERANCE

    1. Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

19. ENTIRE AGREEMENT

    1. These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor Motina shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.

20. NOTICES

    1. All notices / communications shall be sent to and by Motina by email to hello@motina.co.uk such notice will be deemed received on the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

21. LAW AND JURISDICTION

    1. These terms and conditions, the Agreement and all other aspects of the relationship between the User and Motina shall be governed by and construed in accordance with the Laws of England and Wales.
    2. Any dispute between the User and Motina relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.