Motuva Enterprise Terms

Version 1.0

Summary in plain English

These terms are the contract for Motuva Enterprise, Motuva's self-serve picture service for businesses. The person who signs your company up agrees to them for the company by ticking a box. If anything is unclear, write to hello@motuva.com before you sign up.

• Businesses only. You must be a business, and your company must be verified before it buys.
• Credits. You buy packs of credits at the published prices. One credit buys one finished picture. Failed pictures, photos with no car and repeated requests are free. Credits stay while your account is in use and lapse after two years with no activity.
• Refunds. We don't refund credits, with one exception: a large card payment your bank did not security-check, which we refund at once.
• Your pictures. Your photos and the finished pictures are yours. We use them only to make and deliver your pictures. We never use them in our marketing, and we don't use them to improve our AI unless an owner of your account switches that on. Every copy is deleted 30 days after the job.
• How you may use it. Use Motuva inside your own products and services. Don't resell the editing on its own, don't try to take it apart, and don't use our pictures to train your own AI.
• Data protection. Our Data Processing Agreement is part of these terms.
• The law. English law applies. Subject to section 16, our liability is capped at the greater of the fees you paid us in the 3 months before the event and 100 in the currency you pay us in.

1. The agreement

1.1 Motuva Enterprise is provided by MotorCut Ltd, trading as Motuva (company number 12362580, registered in England and Wales, with its registered office at Ava Office, Fir Tree Close, Stretton, Warrington, Cheshire, WA4 4NA, United Kingdom; VAT number GB369525656). "We", "us" and "Motuva" mean MotorCut Ltd. "You" means the company named on the Motuva Enterprise account.

1.2 The agreement between us is made up of:

• these terms;
• the Data Processing Agreement, which forms part of these terms;
• the prices and pack details shown in the hub when you buy;
• the technical limits in the developer guide inside the hub.

If the Data Processing Agreement conflicts with anything else on personal data, the Data Processing Agreement wins. Otherwise these terms win over the developer guide.

1.3 Accepting these terms. The person who ticks the agreement box when signing up, when accepting an invitation, or at checkout confirms that they are authorised to bind your company. We record the person, the company, the time and the version of these terms they accepted. If your procurement team needs paper, we will send you a copy of these terms and the Data Processing Agreement signed by us.

1.4 These terms cover Motuva Enterprise only (enterprise.motuva.com and its API). They do not change the terms of Motuva's dealer app, and an account on one does not give access to the other.

2. Who can use Motuva Enterprise

2.1 Businesses only. You confirm that you are using Motuva Enterprise for a business and not as a consumer.

2.2 You must sign up with a work email address on your company's own domain. Each company may hold one account. We may refuse a sign-up, or hold it while a person checks it, for example when the company's website and the email address don't match.

2.3 Before you can buy credits, your company must be verified. Depending on where you are, we check your company registration or, for a company in the European Union, your VAT number with the EU's VAT number check. We may ask for more evidence, and we may decline to verify a company we can't confirm.

2.4 You must give us accurate details and keep them up to date.

3. Your team, sign-in and keys

3.1 Each member of your team has their own login. Everyone signs in with a password and a code sent to their work email. Your owners decide who joins and what role each person has.

3.2 You are responsible for everything done through your account and your keys, whether by your team members, by your systems, or by anyone who gets a login or key from you.

3.3 API keys belong to your company, not to the person who made them. Keep them secret. Never put a key in a web page or an app that other people can download: we refuse key requests that come from a web browser. If a key may have been exposed, revoke it in the hub straight away.

3.4 Tell us at once at hello@motuva.com if you think someone has used your account or a key without permission.

4. Free pictures and test keys

4.1 Before your first purchase, your company can make 50 free test pictures in total, through test keys and the "Try it" page together. Test pictures are watermarked across the car and reduced in size.

4.2 Once your company is verified, you can also make 10 free full-size pictures with no watermark, through "Try it".

4.3 When you buy credits, your company's shared watermarked test allowance resets to 50 pictures. Test keys keep working for free, make reduced-size pictures, never use credits, and are processed after paid work. The allowance does not renew daily. If you need more test pictures, email us at hello@motuva.com and Motuva support can reset the remaining allowance to 50. A reset does not renew the ten clean pictures.

4.4 Free and test pictures are for trying Motuva and building your integration. Don't remove or hide a watermark.

5. Credits

5.1 You buy credits in packs, at the prices shown in the hub and on motuva.com/enterprise/pricing. Prices do not include VAT.

5.2 One credit buys one finished picture, meaning one finished output file. Each exterior photo, close-up or interior photo that we finish counts as one.

5.3 You are not charged for:

• a picture that fails;
• a photo with no car in it, or one that needs no change, which we skip;
• a repeated request with the same idempotency key, which returns the original job;
• a request we refuse, for example because a speed limit or daily limit was reached.

5.4 When we accept a live job, we hold one credit for each photo. We spend it when the picture is finished and give it back if the picture fails or is skipped.

5.5 Credits lapse after two years with no activity. Activity means buying credits, or spending a credit on a live picture. Lapsed credits are not refunded.

5.6 Credits have no cash value. They can't be moved to another company or account, and they can't be exchanged for money except as section 7 says.

5.7 Reporting a bad picture. You can report a finished live picture once, while we still keep it (30 days). We give the credit back automatically, as a credit and not as money, as long as your company's returned reports that calendar month (UTC) are no more than 2% of its finished live pictures that month, or 5, whichever is greater. Above that, we look at each report and email you our answer.

5.8 Limits. Speed limits and daily picture limits apply to every company. The current limits are in the developer guide. We may change them to protect the service. A request refused because of a limit is never charged.

6. Paying

6.1 You pay through Stripe's secure checkout, by card or by bank transfer. Packs of 500,000 and 1,000,000 credits can be paid only by bank transfer.

6.2 Cards. We always ask your bank to carry out its security check (3-D Secure). Your card statement will show MOTUVA ENTERPRISE. Credits are added when the payment succeeds.

6.3 Bank transfers. Credits are added when your money arrives. For transfers in US dollars, which can be reversed for a few days, credits are added 5 working days after the money arrives. A transfer we are waiting for expires after 30 days; if your money arrives later, we will match it to your account or return it. You pay any charges your own bank makes.

6.4 Currency. Your currency is set by your company's country when you sign up, and can't be changed later:

• United Kingdom and Isle of Man: pounds (GBP);
• the European Union, Iceland, Liechtenstein, Norway and Switzerland: euros (EUR);
• everywhere else: US dollars (USD).

6.5 VAT.

• UK and Isle of Man companies pay UK VAT at 20% on top of the price.
• EU companies pay no UK VAT. The reverse charge applies, so you account for VAT in your own country. You must give us a VAT number that passes the EU's VAT number check before you buy.
• Companies in Iceland, Liechtenstein, Norway, Switzerland and everywhere else pay no UK VAT, because the supply is outside the scope of UK VAT. You are responsible for any tax due in your own country.

6.6 Invoices. Stripe emails an invoice for every purchase, and your invoices are listed under Billing in the hub.

6.7 Price changes. The price shown at checkout is the price you pay. We may change prices for future purchases. A price change never changes credits you have already bought.

7. Refunds

7.1 We don't refund payments for credits, with one exception. If you pay by card for a pack priced above 150 (in your currency, before VAT) and your bank did not carry out its security check, we refund that payment at once, add no credits for it, and ask you to pay by bank transfer instead.

7.2 We don't refund unused or lapsed credits, credits left when an account closes, or free and test pictures. A bad picture's credit is returned as section 5.7 says.

7.3 Section 7.1 does not limit any right you have by law that can't be excluded.

8. Disputed payments

8.1 If you dispute a payment with your bank or card issuer, we freeze your company's keys at once and take back the credits that payment bought. Your balance may go below zero. Pictures already being made will finish.

8.2 To answer the dispute, we send Stripe the evidence it asks for: your acceptance of these terms, the internet address the purchase came from, your company's usage log and the pictures we delivered.

8.3 We unfreeze your keys once the dispute is settled. If the dispute is decided in our favour, we restore the credits.

8.4 You can't close your account while a dispute is open or your balance is below zero.

9. Your pictures

9.1 What is yours. You (or whoever licensed them to you) own the photos and logos you send us. You own the finished pictures we make from them, and you may use them for any lawful purpose, including in your own products and on your customers' listings. Our house studios and scenes stay ours as designs: you may use them as part of your finished pictures, but not on their own.

9.2 What we may do with them. You allow us to store, process, copy and change your photos, logos, references and finished pictures only to provide Motuva Enterprise to you. That means making and delivering your pictures, answering your support requests, investigating problems, keeping the service secure, and keeping the records the law requires. Our staff open one of your pictures only with a reason, which is recorded and shown in your activity log as "Motuva support".

9.3 What we don't do. Unless an owner of your account switches on "Help improve Motuva with our pictures" (section 10), we don't use your photos or finished pictures to train or improve our AI, we don't license them to anyone, and we don't keep them beyond 30 days. We never use them in our marketing.

9.4 Deletion. Your photos and finished pictures are deleted 30 days after the job was created, every copy. Collect what you need before then. Our retention statement explains every clock.

9.5 Your responsibilities. You confirm that:

• you have the rights to send us each photo and logo, and to let us process them as these terms describe;
• where photos show people or number plates, you have a lawful basis to send them to us and you give the people concerned any information the law requires;
• you will not send us photos for any unlawful purpose.

9.6 Personal data in your photos and references is covered by the Data Processing Agreement. For that data, you are the controller and we are your processor.

10. Helping improve Motuva (optional)

10.1 "Help improve Motuva with our pictures" is off unless an owner of your account switches it on. It applies from that moment and never to pictures sent before.

10.2 While it is on, we keep a copy of every photo you send, live or test, and of the finished picture, with camera and location data removed, in a separate archive for your company. We use these copies only to improve Motuva's own picture engine. We never sell or license them, publish them or use them in marketing.

10.3 For those copies, we decide how they are used, so we are their controller. Our privacy notice explains how we handle them. You confirm you are entitled to let us have them for this purpose.

10.4 An owner can switch it off at any time. We then delete your company's archive within 30 days. Closing your account does the same.

11. How you may use Motuva Enterprise

11.1 You may use Motuva Enterprise and the finished pictures in your own business, including inside your own products and services and for your own customers. For example, a marketplace may improve its sellers' listings, and a dealer-software company may offer finished pictures to its dealers.

11.2 You must not:

• resell Motuva's editing as a stand-alone service, or give others access to the Motuva API under your name or theirs so that they can edit their own photos;
• reverse engineer, decompile or probe Motuva, or try to find out how the picture engine works;
• use Motuva's finished pictures or outputs to train or develop an AI model, or to build a competing editing service;
• scrape, load-test or security-test Motuva without our written permission;
• get around our speed limits, daily limits, free allowances or watermarks, for example by opening extra accounts;
• share your keys outside your company or use them from a web browser;
• send photos you don't have the rights to, or anything illegal, abusive or sexual;
• edit images of people in ways that misrepresent them.

11.3 If you break these rules, we may suspend your account or keys (section 15).

12. Our intellectual property and confidentiality

12.1 The Motuva software, the picture engine and its models, the house studios and scenes, the API, the developer guide, the hub and the Motuva brand are ours and remain ours. While these terms apply, you may use them as these terms allow. That permission can't be transferred and doesn't give you ownership.

12.2 If you send us ideas or feedback, we may use them freely, without paying you.

12.3 Each of us keeps the other's non-public information confidential and uses it only for this agreement. For us, that includes the developer guide and anything we tell you about how Motuva works. For you, it includes your pictures, your references and your usage. This doesn't apply to information that is already public, that the other side already had, or that the law requires to be disclosed.

13. The service

13.1 We provide Motuva Enterprise with reasonable skill and care. We aim to keep it running and to fix problems quickly, but we don't promise uninterrupted service or any particular processing time.

13.2 Motuva Enterprise shares its picture engine with other Motuva services, which can take priority when it is busy. Pictures may then wait. A picture not started within 24 hours fails, free, and its credit comes back.

13.3 If there is an incident, we show it in the hub's status panel and email your owners when it starts and when it ends.

13.4 Pictures edited by AI can occasionally contain mistakes or unexpected results. Check pictures before you publish them.

13.5 Support. You can reach us through the chat in the hub or at hello@motuva.com. We aim to reply within one working day. We don't offer a service level agreement.

13.6 Changes to the API. Version 1 of the API (/v1) will not change in a way that breaks your integration without 6 months' notice by email. New fields can appear at any time, so your systems should ignore fields they don't know.

13.7 Beyond section 13.1, Motuva Enterprise is provided "as is". We don't promise it will be free of errors or suit a particular purpose beyond what we describe.

14. Data protection

14.1 The Data Processing Agreement covers the personal data in what you send us. It is the European Commission's own standard clauses, unchanged, with a paragraph for UK law.

14.2 We handle the details of your team members, your billing and your support conversations as a controller, as our privacy notice explains.

14.3 The companies that handle data for us are listed at motuva.com/enterprise/data-handlers. We email your owners at least 30 days before we add or replace one, and the Data Processing Agreement explains how to object.

15. Suspension and ending

15.1 You can close your account at any time. An owner does this in Company settings. When the account closes:

• your keys stop working at once, and everyone is signed out;
• a bank transfer we are waiting for is cancelled;
• your pictures, and any training archive, are deleted within 30 days;
• unused credits lapse;
• we keep your invoices and our records of your purchases for 6 years, because UK tax law requires it.

Collect any pictures you want before you close. You can't close while a dispute is open or your balance is below zero.

15.2 We may suspend your account or your keys at once if you break these terms, if we reasonably suspect fraud, abuse or a security risk, if a payment is disputed (section 8), or if the law requires it. We tell your owners why in writing, unless the law stops us. Your credits are kept while you are suspended.

15.3 We may end this agreement by email if you seriously break these terms and don't put it right within 14 days of our notice, or at once if it can't be put right. Your unused credits then lapse.

15.4 If we stop offering Motuva Enterprise, we will tell your owners at least 90 days before, and refund the price of the credits you have paid for and not used.

15.5 Sections 5.6, 7, 8, 9, 12, 16, 19 and 20, and the Data Processing Agreement until your data is deleted, continue after the agreement ends.

16. Limitation of liability

16.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that can't be limited by law.

16.2 Subject to that, our total liability under or in connection with this agreement, including the Data Processing Agreement, is capped at the greater of (a) the fees you paid us in the 3 months before the event that gave rise to the claim and (b) 100 in the currency you pay us in (pounds, euros or dollars).

16.3 Neither of us is liable for indirect or consequential losses, lost profits, or lost data beyond what either of us could reasonably foresee when you signed up. Because we delete pictures after 30 days, keep your own copies of anything you need.

17. Changes to these terms

17.1 We may update these terms. We email your owners about a material change at least 30 days before it takes effect. The version and date are at the top of this page, and we keep a record of which version your company accepted.

17.2 A change never makes the credits you already hold buy less, and a price change applies only to later purchases.

17.3 If you don't accept a change, you may close your account before it takes effect. If you do, we refund the price of the credits you have paid for and not used.

17.4 A change the law requires, or one needed urgently for security, may take effect sooner. We will tell you as soon as we can.

18. Notices

18.1 We send notices to the email addresses of your account's owners, and show important ones in the hub.

18.2 Send notices to us at hello@motuva.com.

19. General

19.1 This agreement is the whole agreement between us about Motuva Enterprise. Neither of us relies on anything said before it, except in the case of fraud.

19.2 You may not transfer this agreement without our written consent. We may transfer it to a company that takes over Motuva Enterprise, and we will tell you if we do.

19.3 We may use other companies to help provide Motuva Enterprise. We remain responsible for what they do for us.

19.4 Only you and we have rights under this agreement. Nobody else can enforce it under the Contracts (Rights of Third Parties) Act 1999.

19.5 If a court finds part of this agreement unenforceable, the rest still applies. If one of us doesn't enforce a right straight away, that right is not given up.

19.6 Neither of us is responsible for a delay or failure caused by events outside our reasonable control.

20. Governing law

This agreement is governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales, except that either of us may bring proceedings to enforce intellectual property rights anywhere.

21. Contact

For legal questions, notices and anything about these terms: hello@motuva.com.