1) Definitions

• “Client” / “you”: the business, organisation, sole trader, or individual engaging with our website or purchasing services.
• “Services”: any services we provide, including (without limitation) website design/development, landing pages, booking systems, local SEO, content structure, CRM/lead workflows, automations, chatbots, voice call agents, analytics/reporting, training and support.
• “Deliverables”: outputs we provide (e.g., website pages, workflows, automations, documentation, templates, dashboards, configurations).
• “Order” / “Service Order”: a written agreement (email, proposal, quote, invoice, or signed order form) that defines scope, fees, and timelines.
• “Statement of Work” (SOW): a detailed scope document for a specific project.
• “Third-Party Tools”: third-party platforms we may use or integrate (e.g., hosting providers, booking tools, email tools, analytics, CRM, AI model providers).
• “AI Features”: chatbot/voice agent features, AI-generated text/content, AI-assisted analysis or recommendations, and automation flows that may include AI components.

2) About Us and Contact

Legal entity: RichProMax Limited (trading as Motive Journey)

Jurisdiction: Ireland

Primary contact: info@motivejourney.com

Company number / VAT (if applicable): 779918

3) Who We Serve (B2B Focus)

Our Services are designed primarily for business clients (SMEs, sole traders, professional service providers, appointment-based businesses).

If you are a consumer (acting wholly outside your trade/business), some clauses may not apply to you and you may have additional statutory rights.

4) Website Use (General)

You agree not to:

• misuse the website (including introducing malware or attempting unauthorised access),
• interfere with site performance or security,
• use the website in breach of any law or regulation.

We may suspend or restrict access to the website for maintenance, security, or legal reasons.

5) How Engagement Works (Commercial Process)

Unless otherwise agreed in writing, our standard engagement follows this structure:

1. Discovery & Diagnosis (call/meeting, possible recording with notice)
2. One-Page Solution Plan / Proposal
3. Build & Setup
4. Launch & Training
5. Optional Monthly Support / Optimisation

We do not guarantee you will achieve specific commercial outcomes (e.g., revenue, bookings, ranking positions). We focus on building systems and improving operational performance based on best practice and available inputs.

6) Orders, Scope, and Change Control

6.1 No work starts without an Order

We only begin billable work after a written Order/acceptance and any required upfront payment is received.

6.2 Scope is defined by the Order/SOW

Only items explicitly included in the Order/SOW are in scope.

6.3 Change Requests

Any change to scope, features, integrations, design direction, content volume, or timelines may require:

• a revised quote,
• a new SOW,
• a change fee, and/or
• an adjusted delivery timeline.

We may pause work until change scope is confirmed in writing.

7) Client Responsibilities (Critical)

To deliver the Services effectively and on schedule, you agree to the following obligations. Failure to meet these responsibilities may result in project delays or additional fees.

7.1 Core Obligations You agree to:

• Provide Access: Grant timely access to required accounts (hosting, domain, Google Business Profile, analytics, booking tools, CRM, etc.) within the requested timeframe.
• Provide Content: Supply all required content, brand assets, pricing/service details, and feedback in a timely manner.
• Legal Ownership: Confirm that you have the legal right to use any materials you provide (logos, images, text, customer data) and indemnify Motive Journey against any IP claims regarding these materials.
• Compliance: Ensure your business complies with any sector-specific or regulatory requirements (e.g., medical or financial regulations).
• Single Point of Contact: Assign a single decision-maker for approvals to avoid conflicting feedback and delays.

7.2 Project Delays & Restart Fee Time is a reserved resource. If the project is delayed due to missing access, content, feedback, or approvals from the client, timelines will be adjusted accordingly.

• Dormancy Clause: If a project remains inactive or “stalled” for more than 30 consecutive days due to client-related delays or lack of response, the project will be officially placed on Hold Status.
• Reactivation Penalty: To resume a project after such a pause, a Restart Fee will apply. This fee covers the cost of re-planning, resource reallocation, and operational disruption.
  • Fee Amount: The Restart Fee is calculated as 20% to 30% of the total agreed project fee (or a fixed reactivation fee, whichever is lower), payable immediately before work resumes.
  • Schedule Impact: Reactivation is subject to team availability; the project may not resume immediately if other work has been scheduled in the interim.

8. Third-Party Tools and Accounts

Many of the Services provided by Motive Journey rely on third-party platforms, tools, and service providers (including but not limited to hosting providers, booking platforms, CRM systems, email services, and AI service providers like OpenAI).

8.1 General Acknowledgement You acknowledge and agree that:

• The availability, performance, features, pricing, APIs, or policies of third-party tools are outside our control and may change at any time.
• Third-party outages, service interruptions, pricing changes, API limitations, or policy updates may affect system functionality.
• Third-party terms of service and privacy policies apply independently of Motive Journey.
• You may be required to maintain and pay for third-party subscriptions directly.

8.2 Third-Party Costs & Price Increases Any additional costs, subscription fees, usage fees, or price increases imposed by third-party providers (including AI infrastructure, booking platforms, hosting, or communication tools) are not included in the fees charged by Motive Journey.

Any additional costs incurred by third-party intermediaries (e.g., OpenAI API costs, platform subscription hikes, or usage-based billing) are directly borne by the customer and are not included in the cost of our services.

Motive Journey is not responsible for absorbing, subsidising, or offsetting increases in third-party pricing or usage-based costs.

8.3 Limitation of Liability Motive Journey is not liable for failures, disruptions, data loss, or changes caused by third-party services beyond our reasonable control.

9) AI Features and Transparency

9.1 AI Disclosure Where we deploy AI Features that interact with users (e.g., chatbot or voice agent), you agree that we may include clear notices that the user is interacting with an AI system, and may include guidance for escalation to a human contact where appropriate.

9.2 AI Output Limits AI-generated or AI-assisted outputs may be inaccurate, incomplete, or inappropriate in some contexts. You are responsible for:

• reviewing outputs before relying on them,
• ensuring content fits your business, legal obligations, and customer promises.

9.3 Prohibited Use You must not use AI Features we deploy for:

• unlawful discrimination,
• deception that violates applicable law,
• impersonation without disclosure,
• collecting sensitive data without a lawful basis and appropriate safeguards.

9.4 Anonymised Data for System Improvement You explicitly grant Motive Journey permission to use Anonymised Data derived from your use of the Services to train, fine-tune, and optimise our proprietary AI models and system architectures.

Motive Journey may use this anonymised and aggregated data for the purposes of:

• improving internal systems, workflows, and service quality,
• training and fine-tuning proprietary AI models to learn from operational patterns,
• optimising automation logic and operational performance,
• enhancing reliability, accuracy, and usability of AI-supported features.

Safeguards:

• Personal data is not used for training public or third-party AI models.
• All data used for improvement is anonymised so individuals and businesses cannot be identified.
• No client-specific, confidential, or proprietary information is disclosed or reused in a way that identifies the client.
• This processing is carried out in accordance with GDPR data minimisation and purpose limitation principles.
• Clients may object to this limited processing where legally applicable by contacting us.

10. No Professional Advice & Client Responsibility (Finance/Legal/Medical)

Motive Journey is not a regulated financial adviser, solicitor, medical provider, or tax adviser.

Any dashboards, reports, forecasts, automations, insights, or analysis provided are:

• for operational, informational, and system-support purposes only, and
• do not constitute regulated financial, legal, tax, medical, or investment advice, even where the Founder holds professional qualifications (including FCCA).

Client Responsibility & Indemnity You acknowledge and agree that:

The client assumes full responsibility for all financial or business decisions made based on reports or dashboards in this system.

All business, financial, operational, or strategic decisions made using outputs from our systems are taken solely at your own discretion and risk.

You remain fully responsible for:

• interpreting outputs,
• validating accuracy,
• assessing suitability for your business,
• and complying with applicable laws and regulations.

Motive Journey does not guarantee outcomes, profitability, financial performance, or compliance based on system outputs.

You indemnify and hold harmless Motive Journey and RichProMax Limited against any loss, liability, claim, or damage arising from decisions you make based on:

• dashboards,
• reports,
• forecasts,
• automation logic,
• or AI-assisted outputs.

Where regulated advice is required, you must consult appropriately licensed professionals.

11) Fees, Payment, and Taxes

11.1 Fees

Fees are as set out in the Order/SOW. Typical structures may include:

• setup fee (project build),
• monthly support fee (maintenance/monitoring/optimisation),
• hourly or day-rate (additional work),
• third-party costs (licenses, ads, platforms).

11.2 Payment Terms

Unless stated otherwise:

• setup fees are due in advance (or staged milestones as specified),
• monthly fees are billed in advance (monthly),
• late payments may pause delivery and support.

11.3 Non-Payment

We may suspend Services, disable access, or withhold Deliverables until amounts due are paid.

11.4 Taxes

Prices may be exclusive of VAT unless stated. You are responsible for applicable taxes.

12) Delivery, Acceptance, and Revisions

12.1 Delivery

We will deliver the Services and Deliverables in accordance with the agreed Order or Statement of Work (SOW) and reasonable industry standards.

12.2 User Acceptance Testing (UAT) & Acceptance

For systems involving automation, integrations, AI features, or workflows, acceptance will follow a User Acceptance Testing (UAT) process.

• Upon delivery, you will be granted access to the Deliverables for testing.
• You must review and test the Deliverables to confirm they meet the agreed scope and functional requirements.
• You must provide either:
  • written acceptance, or
  • a written list of material issues within 10 business days of delivery (unless otherwise agreed in writing).

If:

• no written issues are raised within the UAT period, or
• the Deliverables are used in a live or production environment,

then the Deliverables will be deemed fully accepted.

Once accepted:

• the project is considered complete for delivery purposes, and
• ongoing changes or enhancements fall under support, optimisation, or a new scope of work.

12.3 Revisions

Revisions are limited strictly to what is included in the agreed Order or SOW.

• Revisions apply only to correcting deviations from the agreed specifications.
• Requests for changes, enhancements, or additional functionality outside scope are not revisions and may be billed separately.
• Additional revision cycles beyond those agreed may incur additional fees.

13) Support and Maintenance

If you purchase monthly support:

• scope is limited to what the support plan states (e.g., monitoring, minor fixes, content updates, optimisation tasks),
• major feature changes or rebuilds are out of scope unless agreed.

Support response times are targets, not guarantees, unless explicitly contracted as an SLA.

14) Intellectual Property

14.1 Your Materials

You retain ownership of materials you provide. You grant us a licence to use them to perform the Services.

14.2 Our Materials

We retain ownership of:

• our internal tools, templates, frameworks, reusable components, and methods,
• any pre-existing code or assets we own.

14.3 Deliverables Ownership (IP-Protected)

Unless otherwise expressly stated in the applicable Order or Statement of Work (SOW):

1. Client Ownership (The Output) Upon full payment of all applicable fees, you are granted ownership of the final outputs and end deliverables created specifically for your use (e.g., websites, configured workflows, dashboards, reports, live automations).
2. Motive Journey Ownership (The System Intelligence) Motive Journey (RichProMax Limited) retains full and exclusive ownership of all underlying intellectual property, including but not limited to:

• System logic and architecture;
• Prompt engineering and prompt structures (the “brains” of the AI);
• Automation logic and workflows (the code/scripts connecting the system);
• AI configurations and decision logic;
• Templates, frameworks, methodologies, and internal tooling;
• Pre-existing materials and know-how;
• Improvements or derivatives developed during the engagement.

1. Restrictions on Use Ownership granted to you does not include:

• The right to copy, replicate, resell, reverse-engineer, or extract the underlying logic, prompts, or system design;
• The right to deploy the same system for third parties;
• Access to source logic, prompt libraries, or internal optimisation methods unless explicitly agreed in writing.

1. Third-Party Components Any third-party licensed components (including AI platforms, software, APIs, or integrations) remain subject to their respective licence terms.

Summary: This clause ensures you receive the business outcome and usable system, while Motive Journey retains the “brains” and proprietary intelligence behind how the system works.

14.4 Portfolio Use

Unless you object in writing, we may reference your business name and high-level project description for portfolio/credibility purposes without revealing confidential information.

15) Confidentiality

Each party agrees to keep the other party’s confidential information confidential and to use it only for the engagement.

This does not apply to information that is public, already known lawfully, or independently developed.

16) Data Protection (GDPR) and Processing

16.1 Roles

Depending on the Services:

• you may be the data controller for your customer data,
• we may act as a processor when handling personal data on your behalf.

16.2 Data Processing Agreement (DPA)

Where required, we will provide a DPA or include required GDPR processor terms as part of the Order/SOW.

16.3 Security

We implement reasonable organisational and technical measures appropriate to our service scope, but no system is guaranteed to be 100% secure.

16.4 Discovery Call Recording

If we record meetings/calls, we will provide notice. You are responsible for ensuring you have internal permission from your staff/participants where required.

17) Warranties and Disclaimers

We provide Services with reasonable care and skill.

Except as expressly stated in the Order/SOW:

• we do not warrant uninterrupted availability,
• we do not warrant that SEO rankings will improve to a specific position,
• we do not warrant that leads/bookings/revenue will increase,
• we do not warrant third-party tools will remain compatible or unchanged.

18) Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for indirect, consequential, special, or punitive losses (including loss of profit, revenue, goodwill, or data).
• Our total liability for any claim arising out of or relating to the Services is limited to the fees paid by you to us in the 3 months preceding the event giving rise to the claim (or such other cap stated in the Order/SOW).
• Nothing in these Terms limits liability that cannot be limited under Irish law (e.g., for fraud).

19) Indemnity (Client)

You agree to indemnify us for losses arising from:

• materials you provide that infringe third-party rights,
• unlawful instructions or misuse of systems we implement,
• your breach of applicable law, including marketing/spam rules and data protection obligations.

20) Suspension and Termination

20.1 Termination for Convenience

Either party may terminate an ongoing monthly support arrangement with 30 days’ written notice, unless your Order/SOW states otherwise.

20.2 Termination for Cause

We may suspend or terminate if you:

• fail to pay invoices,
• breach these Terms or an Order/SOW,
• request unlawful activity,
• create security risk or misuse systems.

20.3 Effect of Termination

Upon termination:

• all outstanding fees become due,
• we will hand over agreed Deliverables once paid,
• third-party subscriptions remain your responsibility.

Setup/build fees already paid are generally non-refundable unless the Order/SOW explicitly states otherwise.

21) Force Majeure

Neither party is liable for failure caused by events outside reasonable control (e.g., outages, strikes, major platform failures, government action).

22) Governing Law and Disputes

These Terms are governed by the laws of Ireland.

Courts of Ireland have exclusive jurisdiction, unless mandatory laws require otherwise.

Before formal proceedings, both parties agree to attempt to resolve disputes in good faith via written notice and a management discussion.

23) Changes to These Terms

We may update these Terms from time to time. The version published on our website applies unless an Order/SOW states otherwise.

24) Priority of Documents

If there is a conflict, the order of priority is:

1. 1. Signed Order / SOW (or written proposal accepted by you)
   2. Any DPA (if applicable)
   3. These Terms of Service