Conditions of service

Who provides the services

They are provided by MotionInk, registered in the Dominican Republic. You can write to us at hello@motionink.ai.

How we contract

Every project starts with a written proposal that says what we will do (the scope), what we will deliver, by when, at what price and how it is paid. The project is contracted when you accept it in writing: a signature, an email or an electronic acceptance count the same as paper, under Ley 126-02 on electronic commerce, documents and digital signatures.

Prices are in the proposal's currency and do not include ITBIS (VAT) or other taxes, which are added where they apply.

Scope and changes

What is not in the proposal is outside it. Changing your mind is part of making software, so any change is asked for in writing and, before doing it, we tell you how it affects the price and the timeline; it is done once you approve it. If we work in cycles, we agree what goes into each one.

What we need from you

• The content, data, access and decisions the project needs, on time. If they arrive late, the dates move by as much.
• One person who answers for the project and approves the deliveries.
• That you hold the rights to what you give us (text, images, brands, data) and let us use it for the project.
• Accounts with third-party services (domain, hosting, app stores, payment gateways, APIs) in your name and at your cost, unless the proposal says otherwise. We help you open them.

Payments

Payment is as the proposal says: usually a deposit to start and the rest by milestones or on delivery. If a payment is late, we may pause the work after telling you in writing, and the dates move by as long as the pause lasts. The rights to what was built pass to you once it is paid for (see “Who owns the software”).

Deliveries and acceptance

Each delivery has a review period: the one in the proposal or, if it does not say, ten business days. Within it you tell us in writing what does not do what was agreed, and we fix it. If the period passes without comments, or if you start using the delivery in production, it is considered accepted.

Warranty

For ninety days from final acceptance (or the period in the proposal) we fix, at no cost, defects in the software we made: when it does not do what we agreed. The warranty does not cover changes made by others, use other than intended, failures of third-party services (hosting, APIs, app stores, new browsers or operating systems) or new features: those are handled as a change or under a maintenance plan.

Who owns the software

What we build to measure for you (the project's code, designs and documentation) is yours once it is paid for: with full payment we assign to you the economic rights in it, exclusively, without limit of time or territory and for any use, including modifying it. Ley 65-00 on copyright requires that assignment to be in writing, and it is, in the project's proposal or contract, which refers to these conditions.

What we already had or make for general use (libraries, components, tools, templates and what we know how to do) remains ours, and we give you a perpetual, free, non-exclusive licence to use it within your project. Open source components are governed by their own licences; we tell you which ones we use if you ask.

Your content, your brands and your data are always yours.

Source code and access

With full payment we hand over the source code in a repository under your control, with the credentials, configuration and documentation another team needs to maintain it. We do not hold on to access to what is yours.

Confidentiality

What you tell us about your business and what we see while working (data, plans, code, credentials) is confidential: we use it only for the project, only the people working on it see it, and we keep it confidential after we finish. You do the same with what is ours and not public. Not confidential is what was already public or already known, or what a law or a court requires to be disclosed.

Personal data in your projects

If the software handles personal data about your customers or users, you are responsible for that data and we act as your processor, under Ley 172-13: we handle it only on your instructions and for the project, with confidentiality and security measures; we tell you which providers (such as hosting) are involved; we tell you without delay about any incident; and when we finish we return it or delete it. You take care of having a lawful basis to process it, such as your users' consent. If needed, we sign a data processing agreement.

Portfolio

We may say that we worked with you and show the public parts of the project (your logo, screenshots of the site or app) on our site and in our presentations, unless you ask us in writing not to. We never show confidential information.

Maintenance and support

After the warranty, maintenance (security updates, dependencies, monitoring, adjustments and improvements) is provided under a separate plan, with its own scope and price. Without one, we handle what you ask for as new work.

Liability

We stand by our work. But, as far as the law allows, our total liability for a project does not exceed what you paid us for it in the twelve months before the claim, and we are not liable for indirect damage, loss of profit, loss of data or business interruption. Keep backups of your data in the systems we do not operate. These limits do not apply to wilful misconduct or gross negligence, or to what the law does not allow to be limited, in particular consumers' rights.

Force majeure

Neither party is liable for a delay or failure caused by something beyond its reasonable control (a natural disaster, a general outage of services, a decision of an authority). Deadlines move by as long as it lasts, and if it goes beyond thirty days either party may end the project.

Termination

Either party may end a project with fifteen days' written notice, or at once if the other breaches something important and does not fix it within fifteen days of being told. You pay for the work done up to that day, and we hand over what has been paid for. Confidentiality, ownership of the software and the limits of liability continue afterwards.

Governing law and disputes

These conditions are governed by the laws of the Dominican Republic. If a disagreement arises, we first try to settle it by talking, for thirty days. If it is not settled and you are a business, it will be resolved by arbitration before the Centro de Resolución Alternativa de Controversias of the Cámara de Comercio y Producción de Santo Domingo, under its rules and Ley 489-08 on commercial arbitration.

If you contract as a consumer, you keep all the rights of Ley 358-05 on the protection of consumers' rights, including going to Pro Consumidor and to the courts.

Changes

We may update these conditions. A project is governed by the version in force on the day its proposal was accepted, unless we agree otherwise.