Terms and Conditions

1. Acceptance of Terms

By accessing or using our Services, you confirm that you are at least the age of majority in your jurisdiction and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Changes to Terms

We reserve the right to modify or replace these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

3. Use of Services

3.1 Permitted Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for all activities conducted under your account.

3.2 Prohibited Activities

You agree not to:

• Violate any applicable laws or regulations.
• Infringe upon the rights of others.
• Transmit any harmful or disruptive code.
• Attempt to gain unauthorized access to any portion of the Services.

4. Accounts

You may be required to create an account to access certain features of the Services. You agree to provide accurate and complete information and to keep this information up to date. You are responsible for maintaining the confidentiality of your account credentials.

5. Specific Service Terms

5.1 Fuel Cards

5.1.1 Eligibility and Application

To be eligible for our fuel card services, you must complete an application process and meet our credit and other eligibility criteria. We reserve the right to approve or deny any application at our sole discretion.

5.1.2 Usage and Restrictions

• Authorized Use: Fuel cards may only be used by authorized users for business-related fuel and maintenance purchases at participating locations.
• Prohibited Use: Unauthorized use, including but not limited to personal purchases or illegal activities, is strictly prohibited and may result in termination of services.

5.1.3 Fees and Charges

You agree to pay all fees associated with the fuel card services, including transaction fees, monthly fees, and any applicable taxes. All fees will be outlined in your service agreement.

5.1.4 Liability for Unauthorized Transactions

You are responsible for all transactions made with your fuel cards. Notify us immediately if a card is lost or stolen. We are not liable for any unauthorized transactions made before notification.

5.2 Invoice Factoring

5.2.1 Factoring Agreement

Utilization of our invoice factoring services requires entering into a separate factoring agreement, which outlines the specific terms, conditions, and fees.

5.2.2 Assignment of Receivables

By entering into a factoring agreement, you agree to assign your accounts receivable to us. You represent that these receivables are free from disputes and are collectable.

5.2.3 Warranties and Representations

You warrant that all invoices submitted are accurate, genuine, and represent actual sales to bona fide customers.

5.2.4 Recourse and Liability

In the event of non-payment by your customers, you may be required to repay the advanced funds, depending on the terms specified in your factoring agreement.

5.3 Fleet Management

5.3.1 Data Collection and Privacy

• Data Usage: We may collect data from your fleet vehicles, including GPS location, fuel consumption, and maintenance records.
• Consent: By using our fleet management services, you consent to the collection and use of this data as outlined in our Privacy Policy.
• Third-Party Integration: We may integrate with third-party services for enhanced features. We are not responsible for the data handling practices of these third parties.

5.3.2 Compliance with Laws

You are responsible for ensuring that your use of fleet management services complies with all applicable laws and regulations, including those related to data privacy and vehicle tracking.

5.3.3 Service Limitations

We strive to maintain the availability of fleet management services but do not guarantee uninterrupted access. We are not liable for any losses due to service interruptions.

6. Fees and Payment Terms

6.1 Billing and Invoicing

• Payment Schedule: Fees for services will be invoiced according to the schedule specified in your service agreement.
• Method of Payment: Payments must be made via the methods specified in your account settings or service agreement.

6.2 Late Payments and Default

• Late Fees: Late payments may incur additional fees as outlined in your service agreement.
• Suspension of Services: We reserve the right to suspend or terminate services in the event of non-payment.

6.3 Taxes and Duties

You are responsible for all applicable taxes, duties, or other governmental charges arising from your use of the Services.

7. Intellectual Property Rights

All content and materials included in the Services, such as text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are the property of Motion or its content suppliers and are protected by intellectual property laws.

8. Confidentiality

8.1 Definition of Confidential Information

Confidential Information includes all non-public information disclosed by us to you, whether oral or written, that is designated as confidential.

8.2 Obligations

You agree to maintain the confidentiality of the Confidential Information and not disclose it to any third party without our prior written consent.

9. Privacy Policy

Our Privacy Policy explains how we collect, use, and protect your personal information. By using the Services, you agree to the terms of the Privacy Policy, which is incorporated into these Terms by reference.

10. Third-Party Links

The Services may contain links to third-party websites or services that are not owned or controlled by Motion. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

11. Disclaimers

• No Warranty: The Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind.
• Risk of Use: Your use of the Services is at your sole risk.

12. Limitation of Liability

To the fullest extent permitted by law, in no event shall Motion be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Services.

13. Indemnification

You agree to indemnify, defend, and hold harmless Motion and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising from your use of the Services or violation of these Terms.

14. Termination

14.1 Termination by You

You may terminate your account at any time by following the procedures on our website.

14.2 Termination by Us

We may terminate or suspend your access to the Services immediately, without prior notice, for any reason, including breach of these Terms.

14.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive.

15. Governing Law

These Terms shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

16. Dispute Resolution

Any disputes arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered in Ontario, Canada, except that either party may seek injunctive relief in any competent court.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18. Entire Agreement

These Terms, along with any service agreements and policies incorporated herein, constitute the entire agreement between you and Motion regarding the Services and supersede all prior agreements.

19. Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Motion's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

20. Assignment

You may not assign your rights or delegate your obligations under these Terms without our prior written consent. We may assign our rights and obligations without consent.

21. Notices

All notices required under these Terms shall be in writing and shall be deemed to have been given when received by us at the contact information provided below.

22. Contact Us

If you have any questions about these Terms, please contact us at:

2672866 Ontario LTD DBA Motion
Email: info@withmotion.com
Address: 311 Brock Road South, Puslinch, ON
Phone: 416-613-3835