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OUR TERMS AND CONDITIONS OF SUPPLY

1. THESE TERMS

• What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.

• Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
• You can only purchase products from us as a business customer. You are a business customer if you purchase our products for the purpose relating to your trade, business, craft or profession. This means that you will have different rights under these terms than a consumer, who buys products wholly or mainly for personal use.

• These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

1. INFORMATION ABOUT US AND HOW TO CONTACT US
   • Who we are. We are Hayley Akins Limited trading as Motion Hatch, a private limited company registered in England with company number 09707945 and registered address at 27 Old Gloucester Street, London, WC1N 3AX.
   • How to contact us. You can contact us by writing to us at hello@motionhatch.com or Hayley Akins Limited, Colony, One Silk Street, Ancoats, Manchester, M4 6LZ.
   • How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
   • ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
2. WHEN YOU ARE ALLOWED TO CONTRACT WITH US
   
   You must be 18 or over to register on or use our website https://motionhatch.com/ (our Site). By using our Site, you represent and warrant that you have the right, authority and capacity to enter in this agreement and to abide by these terms and conditions.

3. OUR CONTRACT WITH YOU
   
   • How we will accept your order. Our acceptance of your order will take place when we send an email to you confirming we have accepted it. At this point a contract will come into existence between you and us.
   • Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR RIGHT TO MAKE CHANGES
   • Minor changes to the products. We may change the product (e.g. template agreements):
     • to reflect changes in relevant laws and regulatory requirements; or
     • to respond to a demand for changes by our customers if we deem these changes would result in a better product or service;

• Updates to digital content. We may update digital content, provided that the digital content shall always match the description of it that we provided to you before you purchased it.

1. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
   • “Intellectual Property Rights” means all patents, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world, together with the right to apply for protection of the same.
   • All Intellectual Property Rights in our products are owned by us or licensed to us with a right to sub-licence to you.
   • You have a non-exclusive, non-transferable and royalty-free licence to reproduce digital content only for the purpose as outlined in the description of the product. This means that, when you download template agreements (or any other digital content), you do not automatically own copyright in the template agreements or any other digital content (which remains with us). You must not “re-sell”, sub-license, publish, copy or distribute the our products (in whole or in part) for use by any third party without our permission.
   • You must not use digital content and other products for other purposes than outlined in their descriptions. For example, the only purposes for which you can use our template agreements are:
     1. As starting point for further advice and support from professional legal practitioners.
     2. As standard terms and conditions to be completed by yourself and used for your business but only if you are absolutely sure that you understand the terms and conditions fully.
     3. As an educational tool to learn about using written terms and conditions for your business.
   • You must not reproduce, apply to your own goods or services or use our registered or unregistered trade marks, including but not limited to the registered trade mark, ‘Motion Hatch’, or figurative marks incorporating the words, Motion Hatch, (our Trade Marks) in a way, which would infringe our rights, without our permission.
   • You agree that you will keep confidential and not use, except for purposes outlined in the description of the product, any and/or all information, which may be disclosed to you or which you may learn, except where such information is public knowledge or is required to be disclosed by law. In particular, you agree that you will not disclose the content, concept or nature of teaching material used in Motion Hatch’s professional skills courses to third parties, who are not themselves subscribers to our courses.
2. ABOUT OUR PRODUCTS
   • The law, and how it is interpreted, or professional practice changes from time to time. We are not able to update template agreements or other digital content to reflect every change in the law or change in professional practice since they were originally drafted or produced, and we cannot and therefore do not guarantee that our template agreements or other digital content you download or view or listen to reflects, at the time of purchase, the most up-to-date legal position or professional practice.
   • Our template agreements or digital content have not been drafted or produced for your specific set of circumstances (about which we have no information) and are not intended to constitute legal advice to you. The template agreements and other digital content have been designed to address in general terms the kind of legal or professional issues motion designers or animators are facing in their course of business.
   • We do generally provide instructions and guidance notes on how the template agreements should be used but we recommend in every case that you take independent legal advice before you use our template agreements and do not rely on the information provided to make decisions for your business. If you decide to use the Template Agreement without taking professional legal advice, you do so entirely at your own risk.
3. PROVIDING THE PRODUCTS
   • Delivery costs. We do not charge for delivery of digital content as you can download digital content yourself. We charge for delivery of goods as displayed on our website.
   • If the products are goods. If the products are goods we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
   • If the product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
   • We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
   • If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you how to re-arrange delivery.
   • If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and Clause 11.2 will apply.
   • When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us.
   • When you own goods. You own digital content (such as template agreements) once we have received payment in full. Payment shall not deemed to be made until your credit or debit card has been authorised in respect of the full amount outstanding.
   • Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
     1. deal with technical problems or make minor technical changes;
     2. update the product to reflect changes in relevant laws and regulatory requirements;
     3. make changes to the product as requested by you or notified by us to you.
   • Your rights if we suspend the supply of services (g. our professional skills courses) We will contact you in advance to tell you we will be suspending supply of the service, unless the problem is urgent or an emergency. If we have to suspend the service for longer than 14 days we will adjust the price so that you do not pay for the services while they are suspended. You may contact us to end the contract for the service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 21 days. We will refund a sum proportionate to the sum you have paid in advance for the service for the period after you end the contract.
4. YOUR RIGHTS TO END THE CONTRACT
   • Your rights to end the contract will depend on what you have bought, whether there is anything wrong with it and how we are performing, when you decide to end the contract:
     1. If what you have bought is faulty or mis-described you may have a legal right to end the contract (or to get the product replaced or a service re-performed or to get some or all of your money back), see Clause 13;
     2. If you want to end the contract because of something we have done or have told you we are going to do, see clause 9.2;
     3. In all other cases (if we are not at fault), see Clause 9.3.
   • Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
     1. we have told you about an upcoming change to the product or these terms which you do not agree to;
     2. we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
     3. there is a risk that supply of the products may be significantly delayed because of events outside our control;
     4. we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 21 days; or
     5. you have a legal right to end the contract because of something we have done wrong.
   • Ending the contract where we are not at fault. Even if we are not at fault you can still end the contract before it is completed but you have to pay us compensation.
     1. A contract for goods or digital content is completed when the product is delivered or downloaded and paid for.
     2. A contract for services is completed when we have finished providing the services and you have paid for them.

If you want to end a contract before it is completed where we are not at fault, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.

1. HOW TO END THE CONTRACT WITH US
   • Tell us you want to end the contract. To end the contract with us, please let us know by writing to us at hello@motionhatch.com or Hayley Akins Limited, Colony, One Silk Street, Ancoats, Manchester, M4 6LZ.. Please provide your name, home address, details of the order and, where available, your phone number and email address. If you cannot find your order number please include details of what you bought and when you ordered or received it.
   • Destroying digital content after ending the contract. If you end the contract for any reason after digital files have been downloaded as part of our professional skills courses you must destroy the digital files and any copies or derivatives you may have made from any computer, mobile device or digital storage facility.
   • Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must post them back to us at Colony, One Silk Street, Ancoats, Manchester, M4 6LZ. Please email us at hello@motionhatch.com for further details. You must send off the goods within 14 days of telling us you wish to end the contract.
   • When we will pay the costs of return. We will pay the costs of return:

1. if the products are faulty or misdescribed; or
2. if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.

In all other circumstances you must pay the costs of return.

• How we will refund or compensate you. If you are entitled to a refund or compensation under these terms we will refund you the price you paid for the products or pay compensation by the method you used for payment. However, we may make deductions from the price, as described below.
  1. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within [3-5] days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
  2. Where you have subscribed to our professional skills courses, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you wanted to end the contract. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
• When your refund will be made. We will make any refunds due to you as soon as possible.
  1. If the products are goods, your refund will be made within [30] days from the day on which we receive the product back from you.
  2. If the products are digital content, your refund will be made within [30] days of your telling us that you want to end the contract.

1. OUR RIGHTS TO END THE CONTRACT
   • We may end the contract if you break it. We may end the contract for a product at any time by writing to you if you:
     1. breach the licence we granted to you (clauses 6.3 and 6.4);
     2. breach clause 6.6 (confidentiality);
     3. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
     4. you do not, within a reasonable time, allow us to deliver the products to you.
   • You must compensate us if you break the contract. If we end the contract in the situations set out in Clause 11.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
   • We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 14 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
2. IF THERE IS A PROBLEM WITH OUR PRODUCTS

How to tell us about problems. If you have any questions or complaints about our products, please contact us at hello@motionhatch.com or Colony, One Silk Street, Ancoats, Manchester, M4 6LZ.

1. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS
   • If you are a business customer we warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any product shall:
     1. conform with their description and any relevant specification;
     2. be free from material defects in design, material and workmanship;
     3. be free from bugs and viruses (e.g. if the product is a digital file);
     4. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
     5. be fit for any purpose held out by us.
   • Subject to Clause 13.3, if:
     1. you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the warranty set out in Clause 13.1; and
     2. we are given a reasonable opportunity of examining such product;

we shall, at our option, replace the defective product, or refund the price of the defective product in full.

• We will not be liable for a product’s failure to comply with the warranty in Clause 13.1 if:
  1. you make any further use of such product after giving a notice in accordance with Clause 13.2(a);
  2. the defect arises because you failed to install adequate virus protection software on your computer or failed to follow our oral or written instructions as to the storage, installation or use of the product or (if there are none) good trade practice;
  3. the defect arises as a result of us following any specification supplied by you;
  4. you alter or repair the product without our written consent; or
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
• Except as provided in this Clause 13, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in Clause 13.1.
• These terms shall apply to any replacement goods supplied by us under Clause 13.2.

1. PRICE AND PAYMENT
   
   • Where to find the price for the product. The price of the product will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 14.2 for what happens if we discover an error in the price of the product you order.
   • What happens if we got the price wrong. It is always possible that, despite our efforts, some of the products we sell may be incorrectly priced. If we accept and process your order where a pricing error is obvious and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the destruction of digital files you already downloaded, copies or derivatives you already made of such files from any of your devices.
   • How and when you must pay. We accept payment with Visa, Mastercard and American Express debit and credit card. When you must pay depends on what product you are buying:
     1. For goods, you must pay for the products before we dispatch them.
     2. For digital content, you must pay for the products before you download them.
     3. For services, you must pay 100% of the price of the services, before we start providing them unless otherwise agreed.
   • Our right of set-off if. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
2. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
   • Nothing in these terms shall limit or exclude our liability for:
     1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
     2. fraud or fraudulent misrepresentation;
     3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
     4. defective products under the Consumer Protection Act 1987; or
     5. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
   • Except to the extent expressly stated in Clause 15.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
   • Subject to 15.1:
     1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
     2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the value of the contract between us.

1. OTHER IMPORTANT TERMS
   • We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
   • You must not hold yourself out to be our partner, sub-contractor or agent. Nothing in this agreement is intended to or shall be deemed to establish any partnership or joint venture between us, make you our agent or sub-contractor, or authorise you to make or enter into any commitments for us or on our behalf.
   • If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
   • Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
2. APPLICABLE LAW AND DISPUTE RESOLUTION
   • The terms and conditions of supply shall be governed by the substantive law of England and Wales exclusive of any conflict-of-laws rules that could require the application of any other law.
   • We both agree that we will attempt to resolve any dispute arising out of or relating to these website terms of use through negotiations between senior executives of the parties, who have authority to settle the same.
   • If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate', we will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales.
   • The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
   • The language(s) of the arbitration proceedings shall be English.