Terms & Conditions

 

1. Basic Provisions

Welcome to our website! By proceeding further to other parts of it, you automatically agree to adhere to the following terms and conditions of use and to guide your activity on this resource accordingly. Alongside with our privacy policy, Terms & Conditions shall regulate your relationship between you as a user and MOTIONHAWK website as an information resource. Should you disagree with any of the paragraphs of these terms and conditions, please abstain from visiting the website in order to avoid possible misunderstandings. 

  For the purposes of this document, the term 'YOU' shall refer to the user or viewer of this website, or the Client/the Customer. Respectively, the terms 'MOTIONHAWK' or 'US' or 'WE' are interchangeable and shall stand for the owner of the website, by mutual agreement. The headquarters office thereof is registered office at the following address: The Warehouse, Barrow Street, D4, Ireland.

This website and all elements contained therein shall be handled in accordance with the following terms of use:

 

The sole purpose of the content of the pages of the website is presenting you general information that can be used in reference aims. Therefore, the content can be changed without prior notification.

Responsibility for the completeness of the information and accompanying materials, its accuracy, timeliness, relevance or suitability is not borne by us or any third parties, i.e. no guarantee is granted to the user who is willing to use the content for any particular purpose. By exploring this website, you confirm that you are aware of possible errors, mistakes, typos or other intentional or unintentional inaccuracies in the information. Therefore, MOTIONHAWK website specifically denies any form of liability related to any such inaccuracies or errors to the fullest extent permitted by effective legislation.

You, as a user, agree to bear full responsibility for the consequences of using any information or materials on this website, and we are not liable for this. Adjusting the aforementioned informational product to your needs and requirements is exclusively at your discretion. Information management within your personal activities in this sphere is subject to your own understanding.

 

All of the content contained on the website belongs to us, and most of it is licensed officially. The term "content" encompasses the design, layout, look, appearance and graphics of the website, but is not limited to this list. Any unauthorized copying, reproducing and distribution of the material are prohibited. Such or similar actions must be coordinated with the copyright notice, which is included into the text of these terms and conditions document.

 

If the trademarks presented on the webpages that had not been licensed or owned by the operator, this fact is acknowledged on the website.

 

Consequently, you must be aware that unauthorized use of the content is bound to cause a claim for damages according to copyright law, which, in its turn, can be a criminal offence.

 

In certain situations, links can be embedded from this site to affiliate resources. These links serve the purpose of your convenience and raising your awareness as a user. Availability of such links does not mean that MOTIONHAWK endorses those web resources, nor does it impose any responsibility upon us concerning the content thereof. 

 

All activities arising from your using of this website and any dispute arising out of such use shall be subject to legislature of the Republic of Ireland.

 

Website disclaimer

 

All content on this website is designed for general information purposes only. The information is provided by www.motionhawk.com and while we specifically aim to keep it up to date and accurate, we do not give guarantees or official certificate of any kind, explicit or implied, concerning the relevance, accuracy, reliability, adequacy or completeness of information on this website. The same applies to all products, services, or related graphics contained on this web resource. Using this information in your personal and business endeavors is regulated personally by you and at your own risk.

 

Under no circumstances shall we be liable for any loss or damage resulting from profit loss that is due to using the information from this website. The notion of damage includes all types and forms of financial and organizational impairment or detriment, including indirect or consequential loss or damage, or any loss or damage whatsoever. Availability of corresponding documents acknowledging the damage is not considered a reason for reviewing this paragraph.

 

This website provides the user with a link to other resources, which, nevertheless, does not make www.motionhawk.com responsible for content, adequacy and availability of those sites. The fact that links to those websites are contained here does not automatically imply that we promote the viewpoints therein or agree with them. The content of affiliate websites is strictly autonomous and not subject to editing by our team.

 

Our aim and value is to maintain the website on a 24/7 basis, in a correct and smooth manner. With these objectives in mind, we still have to warn you that www.motionhawk.com bears no responsibility for, and will not be liable for temporary technical complications, impairments or shutdowns. Such things are beyond the scope of our control and, should they happen, will be attended to as soon as possible.

 

We also do not exclude a displeasing possibility of certain production delays in the process of our work. Although we do our best to establish and maintain a permanent contact with our clients, performance drawback can accidentally happen. When it concerns technical complications, www.motionhawk.com shall not be liable for the delays that may occur during video production process. In order to minimize the chance of such misapprehensions, we put all our effort in performing the clients’ orders in a duly manner, so that all deadlines are met impeccably.

 

The Company reserves the right to bring alterations to the conditions above from time to time at its own discretion. If you proceed further to the website, you therefore imply that you agree fully and entirely to the terms of information use. When and if any changes are introduced to our privacy policy, a special topical announcement will be placed on our home page and on other key pages on our site. Such announcement will contain a detailed description of the amendments and/or developments. Your Personally Identifiable Information shall be used with due discretion and respect for privacy at all times. In this essence, if we decide to adjust the way we use that information, we will notify you by e-mail or postal mail, depending on you preferred way of communication previously chosen by you during registration. Users directly or indirectly affected by prospective new information policies, will be informed with no exceptions. More specifically, changes to our privacy policy will be posted on our web site 30 (thirty) days prior to the date that these changes become effective, so that you can take all corresponding measures that you consider necessary. We thoroughly recommend you to re-read this statement on a regular basis to ensure that you are aware of the possible policy amendments.

 

These terms and conditions form part of the Contract between Us and the Client. Access to the website performed by you and/or undertaking of a booking or Contract signals us straightforwardly about your understanding, agreement to and acceptance of the Disclaimer. The text of the Terms and Conditions part is also affected by the same presumption. The Statutory Consumer Rights shall remain unaffected.

   

2. Definitions

 

2.1 For the purposes of clear and understandable cooperation, in these Terms and Conditions the following definitions shall be used:

 

'Advance Payment'

stands for the payment made by the Customer in accordance with the Contract and Invoice before the initial start of the Creation Process;

 

'Business Day'

stands for any day except Saturday, Sunday and public holidays specially designated by the government;

 

'Commencement Date'

is the previously designated date specified in the Order;

 

'Conditions'

means the standards terms and conditions of business set out in this document;

 

'Confidential Information'

encompasses all non-public commercial, financial or technical information relevant for the products, services, drafts, designs, layouts, blueprints, knowhow-s, trade secrets or other objects of copyright law and products of intellectual property, that are obviously confidential or have been identified as such, or which were developed in performing its obligations pursuant to this Contract;

 

'Contract'

stands for the agreement of the Supplier to provide the Services to the Customer in accordance with the Order;

 

'Creation Process'

stands for the initial work in progress described in Schedule 1 of these Terms for the Services set forth in the Order;

 

'Customer'

Stands for the individual or company whose name appears on the Order as the Customer;

 

'Customer Materials'

stands for any information and information carriers that are transferred from the Customer to the Suppliers for proper working process. This includes all formats of data, software, and media alongside with the recording devices and gadgets, equipment, consumable and expendable materials necessary for performing the order;

 

'Deliverables'

stands for all materials, products and documents produced by the Supplier or its subcontractors within the framework of the Services provision process and due to be supplied to the Customer. This includes without exceptions or limitations any data, reports, programs, requirements, software and specifications, previously stated in the Order;

 

'Delivery Payment'

Stands for the payment made by the Customer upon completion of the Creation Process and consequent presentation of the Services by the Supplier.

 

'Intellectual Property Rights'

means the cumulative amount of copyright objects, patents, knowhow-s, secrets of craft and trade, trademarks, brand names, design copyright, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights, regardless of:

(i) registration status of those objects,

(ii) availability of any applications to protect or register such rights,

(iii) availability of renewals and extensions of such rights or applications,

(iv) vested, contingent or future status of such objects,

(v) the entitlements held by the Supplier,

(vi) territorial location;

 

'Invoice'

stands for the financial document which shall be issued by the Supplier to the Customer after successful Order and which shall contain all the contents of the Order, e.g. date of delivery, payment requisites, date of issue, Specification of Services purchased, payment terms, and the date due for payment;

 

'Order'

stands for the previously negotiated Services that the Supplier shall provide to the Customer, within a specified time via any means of communication (e.g. email, various messaging programs etc.), as agreed between the parties. After mutual agreement of both parties, the Invoice issued by the Supplier must contain all the information regarding Order and sent to the Customer.

 

'Specification'

stands for the detailed description of Services that the Customer agrees to purchase from the Supplier. The items of description include (but not limited to) the type of video clip, its duration time, voiceover specifications, type of music used, and any supporting materials used by the Supplier;

 

'Services'

Stands for the services foreseen in the Order to be provided by the Supplier to the Customer;

 

'Supplier Material'

Stands for all documents, materials, data, proprietary software, alongside with the media on which those are recorded, which are the proprietorship of the Supplier as to the date of this Contract or created specifically for the purposes this Contract within the framework of performing the Services;

 

'Supplier'

Stands for MOTIONHAWK LLC, whose registered address is The Warehouse, Barrow Street, D4, Ireland trading as MOTIONHAWK;

3. Prices and payment

3.1     The price for the Services will be specified in the text of the Order each time individually;

3.2     The price is paid out in two parts, where 50% is accounted as Advance Payment, and 50% is accounted as the final Delivery Payment on acceptance of the Customer’s Order or otherwise in accordance with the terms agreed upon by the Supplier and Customer and set forth in the Order.

3.3     The Supplier may vary its prices for Services sometimes but not more often than once every 3 (three) months. A written notice to the Customer shall be given in any such case not later than 30 (thirty) days prior to the change.

3.4     Orders accepted by the Supplier at the time of notification of price variations under subparagraph will be fulfilled at the original prices quoted.

3.5     An official invoice shall be issued by the Supplier to the Customer after the Order is approved by the Customer and received by it with no further alterations. Invoices will contain all information for the Customer to check their authenticity and accuracy.

3.6     The Customer shall pay all invoices:

3.6.1  in accordance to subparagraph 3.2 of this paragraph, without deduction or set-off other than as required by law, in cleared funds;

3.6.2  to the Supplier's pre-designed bank account specifically stated in the Order.

3.6.3  Time of payment is of the essence, for the purposes of this Contract.

 

4. Provision of services

4.1     The Supplier will provide the Services to the Customer, as the Contract and the Specification require him to.

4.2     The Services period starts on the Commencement Date and shall be performed until provision thereof is finished or, in case if an earlier termination of the Contract is foreseen, until the termination date.

4.3     The dates of delivery of the final product shall remain approximate, although the Supplier is bound to put all possible effort into meeting the milestone dates of Order delivery; therefore, time of performance is not of the essence, as compared to the quality.

4.4     The Supplier does not bear responsibility for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other date) in the case if it was caused by a Force Majeure issue or the Customer’s failure to perform its obligations under this Contract.

4.5     The Supplier may alter the Services in the following cases:

4.5.1  if alterations are essential to meet the applicable law or safety requirements; or

4.5.2  those alterations have no material effect on the nature or quality of the Services;

Also, the Customer shall be in any of these cases notified prior to the act of altering.

   

5. Supplier’s obligations

 

5.1     The Supplier shall:

5.1.1  perform the Services with maximum skill and accuracy;

5.1.2  employ the work of sufficient number of staff who have appropriate skills and experience to carry out their duties;

5.1.3  ensure that the Services meet the Specification requirements fully;

5.1.4  obtain and manage all licenses, permits and similar documents of official consent required for the Services;

5.1.5  adhere to all effective laws and regulations;

5.1.6  carry out the previously designed Creation Process;

5.1.7  comply with all rules and regulations agreed upon with the Supplier and

5.1.8  inform the Customer on completion of the Services or earlier termination of the Contract, as well as return all the materials not explicitly owned by the Supplier.

 

6. Customer’s obligations and warranties

6.1     The Customer shall pay the full price for the Services in accordance with the Contract.

6.2     The Customer shall:

6.2.1  grant the Supplier reasonable access to the staff employed by the Customer, for the purposes of this Contract;

6.2.2  provide the Supplier such any facilities, information and assistance in complete and accurate form, in each case as required to allow the Supplier to perform the Services.

6.3     The Customer will provide the Supplier with all information details necessary to reach the Customer via various means of communication (e.g. email, phone, instant messaging programs) during Business Day to ensure adequate cooperation with the Supplier in case if any comments or questions from the side of the Supplier appear as to the Order.

6.3     The Customer also undertakes to:

6.3.1  cooperate fully with the Supplier and follow the Supplier’s reasonable instructions concerning the performance of the Services;

6.3.2  obtain and manage all necessary licenses and official permits for the performance of the Services;

6.3.3  abstain from disposal or use of any materials belonging to the Supplier without  a prior written agreement from the latter.

6.4     The Services are provided at the Customer's own request, in free and explicit will, therefore, Customer shall verify that the Services are necessary for in its working endeavors.

6.5     The Customer guarantees that the Customer Materials:

6.5.1  are free from any defects, viruses, malware or other similar harmful software code; 

6.5.2  do not infringe any other party’s Intellectual Property Rights; 

6.5.3  contain no any illegal or offensive material; 

6.5.4  do not promote illegal activities of any kind.

6.6     The Customer will indemnify the Supplier and his employees and keep them indemnified against all losses experienced by them due to the contents of the Customer Materials.

   

7. Warranty

7.1     The Supplier warrants that:

7.1.1  the quality of the media materials delivered to the Customer within the scope of the Services shall be of satisfactory quality and adherent to the Contract; and

7.1.2  it possesses clear title to the Deliverables and the right to provide them to the Customer;

7.1.3  documentation provided by the Supplier encompasses all necessary details so that the Deliverables can be used properly.

7.2     Where Services fail to comply with subparagraph 7.1, the Supplier will, at its own discretion, carry them out repeatedly in order to fulfill the Contract, under the condition that:

7.2.1  the Customer informs the Supplier in written form within 5 Business Days prior to delivery that the Services do not comply with subparagraph 7.1;

7.2.2  the Supplier shall receive a full-scale opportunity to analyze any defective or non-compliant Services.

7.3     In case the Customer notifies the Supplier of delivery of the Services later than within 5 (five) Business Days, the Supplier may exercise the right either not to repeat performance of the Services or, at its own discretion, to charge an additional fee for the Services (depending on the amount of man-hours needed).

7.4     The terms of the Contract are applicable to any Services performed repeatedly.

7.5     The Supplier shall not be liable for any failure of any Services and shall not be obliged to comply with subparagraph 7.1 in the following cases:

7.5.1  the Customer failed to comply with the Supplier's instructions when performing the Services;

7.5.2  the Supplier followed a Specification or other instruction from the Customer that caused a failure due to its inadequacy;

7.5.3  the Customer altered the Services product without the Supplier's prior written agreement to such actions; 

7.5.4  the Customer used the Services or the results of the Services after having informed the Supplier that the Services do not adhere to subparagraph 7.1.

7.6     Except as specified in this subparagraph:

7.5.1  the Supplier provides no warranty related to the Services;

7.5.2  the Supplier shall bear no responsibility for their failure to comply with the warranty in case if subparagraph 7.1 is applicable.

   

8. Failure of performance or delay therein

 

8.1     The situation when the Supplier is unable to provide the previously agreed Services due to any cause attributable to the Customer (not including specific responsibility of the Supplier), offers the following solutions (without prejudice to other rights of the Supplier):

8.1.1  the Supplier is entitled to may suspend performance of the Services and renew it after the Customer removes the obstacles or changes the situation for a more work-friendly one;

8.1.2  the Supplier will bear no responsibility for financial loss or damage experienced by the Customer as a result of such suspended performance; 

8.1.3  also, the Supplier may charge the Customer (and the Customer will be obliged to pay in accordance with the Contract) for any damages that the Supplier suffered due to Customer's misconduct, in accordance with subparagraph 9.

   

9. Liability

 

9.1     Except as expressly stated in this Contract, all warranties and conditions whether express or implied by the Contract, legislature or otherwise are hereby excluded to the extent permitted by law.

9.2     Neither party will be liable for:

9.2.1  loss of data throughout the process of work;

9.2.2  any form of indirect, consequential or special loss; or

9.2.3  any loss of or failure to obtain the expected profit,

revenue or savings or any other form of direct or indirect economic loss of any nature.

9.3     Other than as set out above, the Supplier limits its liability (however arising) in respect of or in connection with the Services, and otherwise in connection with the Contract, to the total price of Services which are the subject of the Contract.

   

10. Confidentiality

10.1   Each party undertakes to keep all Confidential Information of the other party classified and to use the other party’s Confidential Information only within the limits necessary to perform the Contract. The provisions of this subparagraph will not apply to:

10.1.1 any information accessible in the public domain as to the date that this Contract became effective;

10.1.2 any information that becomes available in the public domain subsequently (except for cases when appearance of such information is due to breach of this Contract or any related agreement by one of the parties);

10.1.3 any data received by the other party on an individual basis without using information supplied by the first party; or

10.1.4 any disclosure required by law or an official authority or otherwise by the provisions of this Contract.

10.2   This subparagraph in its full form and shape will remain effective for a period of 5 (five) years from the date of the conclusion of the Contract.

   

11. Force Majeure

 

11.1   Force Majeure is  an event or a series of events beyond a party's limits of control, that prevent or delay that party from performing its obligations under the Contract including (but not limited to) an act of unexpected circumstance, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout, boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, telecommunications service or equipment performance; also, absence of material required by the Supplier for proper performance of the Contract. 

11.2   Failure to pay is not qualified as Force Majeure.

11.3   A party will not be liable to any sort of sanction in case of delayed or failed performance of its obligations due to Force Majeure, provided that it:

11.3.1 informs the other party of the Force Majeure case and its expected duration in a timely manner; and

11.3.2 takes necessary and adequate measures in order to minimize the consequences of that event.

11.4 In case if due to Force Majeure, a party:

11.4.1 is or will become unable to perform a material obligation; or

11.4.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 (thirty) days; the parties will, within 30 (thirty) days, renegotiate the Contract to ensure that the original commercial intent as foreseen originally.

   

12. Termination

 

12.1   The Contract may be terminated at any desired time by either of the parties after a written notice in the following cases:

12.1.1 if the other party makes one or more violations resulting in a material breach of the Contract and such breach is not remediable or fails to be remedied within 14 days after a written notice;

12.1.2 if a factual change takes place in ownership, administration or other form of control of the other contracting party;

12.1.3 if the other party suspends trading, goes out of business, or plans to do so in foreseeable future, which might impair the implementation of the Contract;

12.1.4 if a certain concerned individual who is part of the contracting party dies or ceases to be capable of managing the affairs; or

12.1.5 if any other situation takes place that can be deemed as an event of Force Majeure under subparagraph 11.

12.2   Also, according to under subparagraph 12.1, the Supplier may terminate the Contract at any time in any of the following cases:

12.2.1 by presenting a 30 (thirty) days' written notice thereof to the Customer;

12.2.2 immediately with a corresponding written notice to the Customer if the latter has failed to pay for the services in any amount due under the Contract on the due date.

12.3   Other grounds for termination of the Contract, and the consequences of such decision:

12.3.1 the Customer shall immediately pay all invoices of the Supplier outstanding at the moment of termination and not previously negotiated in good will;

12.3.2 the Supplier will, within 5 (five) Business Days, send an invoice to the Customer for all Services provided but not yet invoiced. The Customer is obliged to pay such invoices during the following 30 Business Days (unless the invoice is disputed in good faith);

12.3.3 each party is obliged within 20 (twenty) Business Days to return any materials that do not belong to it; in other case, the partner party gains access onto any premises of the former party and may take possession of those materials. Pending such return or repossession of materials by their owner, the keeping party will be responsible for such materials and abstains from using them for any purpose not expressively related to the Contract;

12.3.4 the accrued rights and liabilities of the parties will not be affected; and

12.3.5 subparagraphs that expressly or by implication remain effective after termination, will do so.

   

13. Various issues

 

13.1   Time

Unless stated otherwise, time is not of the essence concerning any date or period specified in these Terms and Conditions.

 

13.2   No set-off

All payments by the Customer will be conducted without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future. No jurisdiction is applicable, unless a party is obliged by law to deduct or withhold any such amounts, in which case it will pay to the other party such additional amount as covers that other contractor receives the full amount it would have received but for such deduction or withholding.

 

13.3   Business relation between the parties

The parties are independent businesses and remain such throughout the whole process of cooperation, not forming a relationship as principal and agent, partners, or employer and employee.

 

13.4   Severability

Any party to the Contract agrees to sever any provision from the text of these Conditions if those provisions happen to be found unenforceable or invalid for any reason by a court, tribunal or other administrative body of competent jurisdiction. Such provision shall be extracted from the Conditions, however, leaving the remaining provisions of the Conditions in full force, unless specified otherwise.  

13.5   Waiver

No delay, deed or omission by either party in exercising any right or remedy can be seen as a waiver of that, or any other, right or remedy.

 

13.6 The Contract as a whole

The Contract constitutes the entire agreement between the parties as concerns its subject matter. No other documents, terms or rules shall be applicable.

13.7   Succession

This Contract obligates and benefits representatives and successors of each party, should they have such. 

13.8   Governing Law & Jurisdiction

13.8.1 This Contract will be governed by the law of Republic of Ireland.

13.8.2 Disputes arising between the parties will be submitted to the exclusive jurisdiction of the courts of Republic of Ireland.

 

SCHEDULE 1

CREATION PROCESS

 

The Creation Process shall have the following form and framework, unless other is specifically agreed upon by the parties of the Contract referring to the performance of the Services (the stages are enumerated and are performed in this precise order):

 

1. Settling and agreeing upon deadlines, payments and due dates;

2. Performance of an Advance Payment by the Customer;

3. Performance of the Script Writing process by the Supplier;

4. Discussion of the first version of the Script, confirmation/sign off and/or alterations to it (done jointly by the Supplier & the Customer during one of the working meetings);

5. Drafting storyboard (a sequence of schematic drawings with relevant chronometry), performed by the Supplier based on the previous working stages;

6. Discussion of the storyboard, confirmation/sign off and/or alterations to it (done jointly by the Supplier & the Customer during one of the working meetings).

 

Please note: the confirmation/sign off of paragraph 6 of this Schedule means that the Customer cannot be entitled for a refund of money he had transferred earlier as the Advance Payment.

 

7. Gathering of materials necessary for video creation from the Customer shall be conducted by the Supplier for proper working process;

8. The Supplier undertakes to prepare additional materials if they are needed;

9. The actual process of Video Creation;

10. Rendering (performed by the Supplier);

11. Voice imposition (the Supplier undertakes to select and hire a voice actor for performing that part if needed);

12. Discussion of the final product and implementing possible confirmation/correction (the final video product will bear a watermark that is removed after the Customer makes the Delivery Payment);

13. In case if the Customer wants no further alterations or amendments, the Customer is obliged to make the Delivery Payment. After that, the final version of the video will be delivered to the Customer (without the Supplier’s watermark);

14. If the Customer wishes to receive the initial source files that had been used for video creation, their delivery is subject to additional fee payment.

  

SCHEDULE 2

 

DELIVERY TIME

 

The Supplier sets forth to perform his duties according to fixed turnarounds, if possible. Although this may not be applicable because of the constantly changing job requirements, the Supplier will do its best to meet the deadlines listed below:

 

1. 5 (five) working days for a Standard Initial Script Writing process (the date of the order confirmation is not included, the date count starts from the day that follows the confirmation);

2. 8 (eight) days for Illustration & Storyboard production (the date of script sign off is not included).

3. 10 (ten) to 12 (twelve) days are necessary for Video Production. For this type of task, performance periods may vary depending on the specific type of video that the Customer needs. Should there be a variation in these turnaround times the Supplier will notify the Customer by the Customer’s preferred method of communication. The Customer can be sure he will be notified by the Supplier about the altered turnaround dates via the communication medium previously chosen by the Customer.

 

PLEASE NOTE: The Supplier uses the aforementioned deadlines as an orientation framework, but they are not in any way binding for each order. For every case, an individual working schedule is drafted and agreed upon with the Customer.  Each order placed with us by the Customer will go by its own unique deadline structure according to chances of change and alteration in the job process.