Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the Motiv platform and related services (the “Service”), provided by HiMedia BV, a company incorporated under the laws of the Netherlands, with its registered office at Tijnmuiden 59, 1046 AK Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 76941566, trading as “Motiv” (“Motiv”, “we”, “us”).

By creating an account, ticking the acceptance checkbox at sign-up, or otherwise using the Service, you (the “Customer”, “you”) agree to these Terms. Acceptance is recorded together with the version number, the date and the IP address. If you accept these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation. The Service is provided for business use only.

1. Definitions

1.1 “Service” means the Motiv conversion intelligence platform and related services made available by Motiv.

1.2 “Account” means the Customer’s tenant account on the Service.

1.3 “Plan” means the subscription package the Customer selects, together with its fees, usage allowances and overage rates as displayed at sign-up, in an applicable order, or on the Motiv pricing page.

1.4 “Fees” means the amounts payable for the Service under the applicable Plan.

1.5 “Conversion” means a conversion event captured and counted by the Service for usage and billing purposes.

1.6 “DPA” means the Data Processing Agreement, which forms a schedule to these Terms.

1.7 “Customer Data” means the data the Customer and its users submit to, or that is generated for the Customer through, the Service.

2. The Service

2.1 Motiv provides a software-as-a-service platform that captures the chain from advertising click to conversion, classifies each conversion according to the consent associated with it, and dispatches conversion data to advertising platforms the Customer has connected. Motiv configures and operates the platform on a done-for-you basis.

2.2 Subject to these Terms, Motiv grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, for the Customer’s internal business purposes.

2.3 The Service is provided as software-as-a-service. Motiv may modify, update and improve the Service from time to time, provided that it does not materially reduce the core functionality of the Customer’s Plan during a paid term.

3. Accounts and Users

3.1 The Service is available to businesses only. The Customer must provide accurate registration information and keep it up to date.

3.2 The Customer is responsible for safeguarding its account credentials and for all activity under its Account, including the acts and omissions of its users and of any agency it authorises to access the Account.

3.3 Access roles within the Account (such as Owner, Admin, Agency and User) and their permissions are as described in the Service. At least one Owner is required for each Account.

4. Free Trial

4.1 New customers may start with a free trial of fourteen (14) days. No payment details are required at sign-up. During the trial, the Customer has access to the features and usage allowance of the selected Plan; the Plan’s monthly conversion allowance applies during the trial and resets when a subscription begins.

4.2 Motiv collects payment details during the trial through an in-application prompt and email reminders. After the trial: (a) if payment details are on file and payment succeeds, the subscription starts automatically and the Account becomes Active; (b) if no payment details are provided, the Account moves to Read-only; and (c) if payment details are on file but payment fails, the grace-period mechanism in Clause 6 applies.

4.3 There is no free version of the Service. Motiv may modify or discontinue the trial at any time.

5. Plans, Fees and Payment

5.1 The Service is offered in Plans. The Fees, included usage allowances and overage rates are those of the Plan the Customer selects, as displayed at sign-up, in an applicable order, or on the Motiv pricing page. Motiv may change its Plans and pricing for future terms on prior notice.

5.2 Billing is usage-based. The Fees comprise a Plan base fee and usage-based charges for Conversions exceeding the Plan’s included allowance (overage), at the applicable overage rate. Both conversions that are dispatched and conversions that are not dispatched for lack of the required consent count toward usage and billing.

5.3 Subscriptions are billed monthly or annually as selected by the Customer, and renew automatically for successive periods of the same length unless cancelled in accordance with Clause 5.6.

5.4 Payment is processed through Motiv’s payment processor. The Customer authorises Motiv and its payment processor to charge the Customer’s payment method on a recurring basis. All Fees are exclusive of VAT and other applicable taxes, which are added where due.

5.5 If a payment fails, the Account enters a grace period as described in Clause 6. Except where required by law, Fees are non-refundable, and no refunds are given for partial periods.

5.6 The Customer may cancel its subscription at any time through the customer portal. The subscription remains active until the end of the then-current billing period, after which the Account enters the Read-only state described in Clause 6.

5.7 The Customer may downgrade to a lower Plan, provided that its usage is within that Plan’s limits. Where current usage exceeds the limits of the lower Plan, the change takes effect once usage is brought within those limits.

6. Account Lifecycle

The Account moves through the following states:

• Trial: fourteen (14) days; pipeline and dispatch active.
• Active: while payment is current; pipeline and dispatch active.
• Grace period: seven (7) days after a failed payment; the pipeline keeps running and dispatch is not interrupted; the dashboard remains available with a warning.
• Read-only: thirty (30) days after the grace period or after cancellation takes effect; the dashboard is readable and data can be exported; the pipeline is stopped and no new events are processed. The Customer may reactivate during this period.
• Archived: after the Read-only period; the Account is closed and is not reactivatable; data is retained and deleted in accordance with the DPA and Motiv’s retention schedule.

The user behind an Account is not disabled by archiving and may create a new Account or be invited to another Account.

7. Customer Responsibilities and Acceptable Use

7.1 The Customer is responsible for the lawful basis for, and the validity of, the consent captured through its own consent mechanisms, and for the lawful use of the Service. The Customer is responsible for configuring the Service correctly, for the sources and platforms it connects, and for any agency it authorises.

7.2 The Customer is responsible for complying with the terms of the advertising platforms, customer relationship management systems and other third-party services it connects to the Service.

7.3 The Customer shall not: (a) use the Service unlawfully or in breach of these Terms; (b) transmit special categories of personal data through the Service; (c) infringe the rights of others or transmit unlawful, harmful or abusive content; (d) attempt to gain unauthorised access to, disrupt, or test the security of the Service; or (e) resell or make the Service available to third parties except as expressly permitted.

8. Data Protection

8.1 Where Motiv processes personal data on the Customer’s behalf in providing the Service, Motiv acts as a processor and the Customer as the controller. This processing is governed by the DPA, which forms part of these Terms.

8.2 Personal data for which Motiv is the controller, including account, contact and billing data, is handled in accordance with Motiv’s Privacy Policy.

9. Intellectual Property

9.1 Motiv and its licensors own all intellectual property rights in and to the Service, including all software, designs and documentation. No rights are granted to the Customer except the right to use the Service expressly set out in these Terms.

9.2 The Customer retains all rights in its Customer Data. The Customer grants Motiv a non-exclusive, worldwide licence to host, process and use Customer Data as necessary to provide and improve the Service, and as permitted by the DPA.

9.3 If the Customer provides feedback or suggestions, Motiv may use them without restriction or obligation.

10. Third-Party Services

10.1 The Service integrates with third-party services, including advertising platforms, customer relationship management systems and payment providers, each of which is governed by its own terms. Motiv is not responsible for third-party services, and the Customer’s use of them is at the Customer’s own risk and subject to those third parties’ terms.

11. Confidentiality

11.1 Each party shall keep confidential the non-public information of the other party disclosed in connection with the Service, use it only for the purposes of these Terms, and protect it with reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law.

12. Warranties and Disclaimers

12.1 Motiv warrants that it will provide the Service with reasonable skill and care.

12.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and Motiv disclaims all other warranties, whether express or implied. Motiv does not warrant that the Service will be uninterrupted or error-free, or that it will achieve any particular commercial result.

12.3 Metrics produced by the Service, including Motiv ROAS, are measurement and attribution outputs based on the data and consent available to the Service. They are not a guarantee of advertising performance, revenue or accuracy, and the Customer remains responsible for its own commercial decisions.

13. Limitation of Liability

13.1 Subject to Clause 13.3, the total aggregate liability of each party arising out of or in connection with these Terms (including the DPA) shall not exceed the total Fees paid by the Customer to Motiv in the twelve (12) months preceding the event giving rise to the claim.

13.2 Subject to Clause 13.3, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, however arising.

13.3 Nothing in these Terms limits or excludes either party’s liability for matters which may not be limited or excluded under applicable law, including liability arising from intent or gross negligence (opzet of grove schuld) or for death or personal injury. Nothing in these Terms affects the rights of a data subject under the GDPR, including the right to compensation under Article 82, which cannot be limited by agreement.

14. Indemnification

14.1 The Customer shall indemnify and hold Motiv harmless against third-party claims arising from the Customer’s unlawful use of the Service, the absence of a valid lawful basis or consent for the data it processes through the Service, its breach of these Terms, or its Customer Data.

15. Term and Termination

15.1 These Terms take effect on acceptance and continue until terminated in accordance with this Clause 15 or Clause 5.

15.2 Either party may terminate these Terms on written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days of notice, or if the other party becomes insolvent.

15.3 On termination or expiry, the Customer’s right to use the Service ends following the Read-only window described in Clause 6, accrued Fees become due, and personal data is handled in accordance with the DPA and Motiv’s retention schedule. Provisions which by their nature should survive termination shall survive.

16. Changes to the Service and these Terms

16.1 Motiv may modify these Terms. Motiv will give at least thirty (30) days’ notice of material changes through the Service or by email. Continued use of the Service after the effective date constitutes acceptance of the changes. If the Customer does not agree, it may terminate before the changes take effect.

17. Governing Law and Jurisdiction

17.1 These Terms are governed by the laws of the Netherlands. The parties submit any dispute arising out of or in connection with these Terms to the exclusive jurisdiction of the competent court of the Rechtbank Oost-Brabant, without prejudice to any mandatory rights of a consumer or data subject.

18. General

18.1 These Terms, together with the DPA and any applicable order, constitute the entire agreement between the parties regarding the Service and supersede any prior agreements on that subject.

18.2 In the event of a conflict, an applicable order prevails over these Terms, and these Terms prevail over the DPA, except that the DPA prevails on matters concerning the processing of personal data.

18.3 Motiv may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets. The Customer may not assign these Terms without Motiv’s prior written consent.

18.4 If any provision is held invalid or unenforceable, the remaining provisions continue in full force. Neither party is liable for failure or delay caused by events beyond its reasonable control. No failure to enforce a provision is a waiver. Notices to Motiv may be sent to info@getmotiv.io and notices to the Customer to its registered account contact.