Motivs.ai Terms of Service

Effective date: 7 October 2026

These Terms of Service (the "Terms") govern access to and use of Motivs.ai and Motivs Flow (the "Service") provided by MOTIVS OÜ, an Estonian private limited company registered in the Estonian Commercial Register under registry code 17567337, with registered address at Rävala pst 7, Kesklinna linnaosa, Tallinn 10143, Harju maakond, Estonia, and VAT number EE103014074 ("Motivs", "we", "us", or "our").

These Terms are for business customers only.

1. Acceptance and authority

A Customer enters these Terms by either:

affirmatively clicking to accept them in the relevant self-serve flow; or
entering another written or electronic Order or agreement that expressly incorporates these Terms.

An individual accepting or entering an agreement that incorporates these Terms on behalf of an organization represents that:

they are acting for business or professional purposes and not as a consumer;
they have authority to bind the organization identified as the customer (the "Customer"); and
the Customer agrees to these Terms.

The self-serve acceptance process presents links to these Terms, the Privacy Policy and, where applicable, the DPA; requires affirmative acceptance of the Terms; confirms that the Privacy Policy and applicable DPA were made available; and records the accepting user, Customer organization, timestamp and applicable document versions. Acknowledgment of the Privacy Policy is not consent to processing that requires a separate consent choice.

For conflicting data-protection processing matters, the applicable DPA controls. Expressly negotiated Order terms control conflicting commercial or product-specific matters. These Terms govern the remainder. The Privacy Policy is primarily a transparency notice and is not the commercial contract.

2. Definitions

In these Terms:

Authorized User means an individual whom the Customer authorizes to use the Service under its account.
Customer Data means files, business data, instructions, text, and other content submitted to the Service by or for the Customer.
Generated Automation Code means automation code generated through the Service for the Customer's workflow.
Outputs means reports and final business outputs generated by running an automation through the Service.
Order means a written or electronic commercial document or confirmed purchase arrangement that identifies the applicable licence or services and fees and expressly incorporates or accompanies these Terms where applicable.
Third-Party AI Provider means an AI service selected and connected by the Customer, including Anthropic or OpenAI.

3. The Service

Motivs Flow is a B2B platform for building, validating, and running spreadsheet automations. Authorized Users may upload example or context files, configure workflows, use a connected AI assistant to help generate automation code, run automations, and obtain Outputs.

Motivs Guard inspects supported uploads for security and integrity concerns. Motivs may quarantine or reject an upload that presents a potential risk or fails applicable checks.

Customers may connect their own Anthropic or OpenAI account. Motivs does not independently invoke an AI model API using Customer Data for this workflow. A user-connected AI assistant calls Motivs tools, and selected MCP responses are returned to that assistant and its provider. Those responses may include structural metadata, customer-authored names and text, validation information, and Generated Automation Code.

The Customer's subscriptions, accounts, and agreements with Third-Party AI Providers are separate from the Service and are the Customer's responsibility.

4. Business eligibility and Customer administration

The Service is available only to organizations and Authorized Users acting for business or professional purposes. The Customer is responsible for:

identifying and authorizing its administrators and users;
maintaining accurate account and contact information;
promptly removing or reporting access that is no longer authorized;
protecting credentials and connected-provider accounts; and
all activity performed through its accounts, except to the extent caused by Motivs' breach of these Terms or applicable law.

Accounts may be invitation-based. The Customer must not share individual credentials or allow an unauthorized person to use the Service.

5. Licence to use the Service

Subject to payment of applicable fees and compliance with these Terms, Motivs grants the Customer a limited, non-exclusive, non-transferable right, except as permitted under Section 23, during the applicable paid licensing period to permit its Authorized Users to access and use the Service for the Customer's internal business purposes.

The Customer may not, and may not permit others to:

copy, modify, distribute, sell, lease, sublicense, or make the Service available except as expressly permitted;
reverse engineer or attempt to discover non-public source code except to the extent a restriction is prohibited by law;
bypass access controls, security measures, usage restrictions, or tenant boundaries;
interfere with the Service or another customer's use;
use the Service to develop or train a competing product through unauthorized extraction or systematic access; or
use the Service unlawfully or in violation of another person's rights.

6. Fees, renewal, cancellation, and refunds

The Service is licensed monthly. The Customer's licence automatically renews for successive monthly periods until cancelled.

Fees are in EUR and exclusive of VAT unless expressly stated otherwise. Applicable VAT and other taxes are added where required. Motivs invoices monthly, and payment is due within 14 days of the invoice date, unless an Order states otherwise. Payment is made by the method specified on the invoice or Order. Applicable statutory Estonian late-payment interest and collection-cost rules apply.

The Customer may cancel by contacting support@motivs.ai. Cancellation takes effect at the end of the current paid monthly licensing period, and access may continue until that period ends unless access is suspended or terminated under these Terms. At the end of the paid period, access ends unless renewed. Non-payment suspension follows Section 16.

Amounts already paid are non-refundable except where mandatory law or a non-excludable remedy requires otherwise.

Payments for the Service are made outside Anthropic and OpenAI. Any charges imposed by a Third-Party AI Provider are separate and payable by the Customer under its agreement with that provider.

There is no contractual entitlement to a free trial. A trial applies only if Motivs expressly offers it in writing.

7. Customer Data

As between the parties, the Customer owns its Customer Data, including customer-uploaded files and customer business or source data.

The Customer instructs and authorizes Motivs to host, copy, inspect, derive metadata from, transform, transmit, and otherwise process Customer Data only as reasonably necessary to:

provide, secure, maintain, and support the Service;
perform the Customer's configured workflows and instructions;
prevent or investigate misuse and security risks;
comply with applicable law; and
exercise Motivs' rights and obligations under these Terms.

The Customer represents that it has all rights, notices, permissions, legal bases, and authority necessary to provide Customer Data and instruct Motivs to process it. The Customer is responsible for the accuracy, legality, and quality of Customer Data and for determining whether the Service is appropriate for its intended use.

The Customer must not place secrets or personal data in filenames, sheet names, field names, automation names, instructions, or other metadata unless doing so is necessary and lawful, because selected metadata and customer-authored text may be returned to a connected Third-Party AI Provider.

8. Personal data, special-category data, and criminal-offence data

The Customer may use the Service for legitimate HR and similar business analytics, including processing personal data, only where legally permitted.

Where the GDPR applies, a Customer processing special-category personal data through the Service must:

have an applicable legal basis under Article 6 GDPR;
have an applicable condition under Article 9(2) GDPR;
satisfy any additional requirements and implement any additional safeguards required by applicable law;
provide all required notices and honor applicable rights; and
provide reasonable evidence of those conditions if Motivs requests it.

Motivs does not select an Article 9(2) condition for the Customer. The Service does not automatically detect whether Customer Data contains special-category personal data.

Where Article 10 GDPR applies, the Customer must have an applicable legal basis under Article 6(1) GDPR, and personal data relating to criminal convictions or offences may be processed only under the control of official authority or where the processing is authorized by applicable Union or Member State law providing appropriate safeguards. Motivs' prior express written approval is an additional contractual requirement; it is not a legal basis or legal authorization for the processing.

Where GDPR Article 28 applies, Motivs' processing on behalf of the Customer must be governed by the applicable separate Motivs data-processing agreement (DPA) or another binding written or electronic Article 28-compliant instrument. The applicable instrument is incorporated into the contractual relationship when made available and agreed electronically in the contracting/acceptance flow or expressly incorporated by an Order. No wet-ink execution is required. It prevails over these Terms on conflicting data-protection processing matters.

9. Connected AI providers

The Customer chooses, contracts with, and controls its Third-Party AI Provider account. The Customer is responsible for reviewing the provider's terms, privacy information, retention settings, data-use settings, security controls, and suitability for the Customer's intended data.

Selected MCP responses sent to a connected assistant may contain personal data in file, sheet, field, or column names and in customer-authored descriptions, instructions, and build briefs, even where raw rows and cell values are withheld.

If an Authorized User directly uploads, pastes, or otherwise provides Customer Data to a Third-Party AI Provider outside the Motivs-hosted workflow, that action is governed by the Customer's relationship with the provider and may expose more information than the Motivs MCP workflow.

Motivs does not control the provider's independent availability, model behavior, data retention, training practices, or changes to its service.

Customer-selected AI providers are not automatically Motivs subprocessors. Roles and responsibilities depend on the particular processing activity and the applicable provider-account relationship.

10. Generated Automation Code and Outputs

To the extent Motivs holds applicable rights in Generated Automation Code, Motivs retains those rights and grants the Customer the licence described below. Subject to applicable third-party and open-source rights, these Terms and payment of applicable fees, Motivs grants the Customer a limited, non-exclusive licence during its licensed use of Motivs to use Generated Automation Code within the Service for the Customer's internal business purposes.

As between the parties and to the extent applicable rights arise, the Customer owns its final generated reports and final business Outputs. Ownership of an Output does not transfer ownership of the Service, Motivs' pre-existing technology, templates, methods, or documentation embodied in or used to create it.

Third-party and open-source components remain subject to their applicable licences. These Terms do not assert rights where copyright does not arise or rights have not been transferred to Motivs. Broader ownership, export or post-termination rights may be expressly agreed in an Order.

Generated Automation Code and Outputs may be incomplete, inaccurate, contain errors, or be unsuitable for a particular purpose. The Customer must review, test, and validate generated code, automations, calculations, reports, and Outputs before relying on them. The Customer remains responsible for consequential decisions and for comparing important results against appropriate source material or independent checks.

Motivs does not guarantee that generated results are completely accurate, error-free, or suitable for every intended purpose.

The Customer must not use Motivs as the sole basis for a decision that produces legal effects or similarly significant effects on an individual unless the Customer has independently established that the processing is lawful under applicable automated-decision-making rules and has implemented all required safeguards, including human intervention where applicable.

11. Motivs intellectual property

Subject to Section 10 and applicable third-party and open-source rights, Motivs and its licensors retain all right, title, and interest that they lawfully hold in and to:

the Motivs platform and Service;
Motivs Flow and Motivs Guard;
Motivs software, templates, methods, interfaces, designs, and underlying technology;
documentation and service materials;
Generated Automation Code, subject to the Customer licence in Section 10; and
improvements, updates, and derivative technology created by Motivs.

Except for the limited rights expressly granted in these Terms, no right or licence is transferred to the Customer.

The Customer grants Motivs a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use voluntarily supplied feedback and suggestions to improve products and services. This licence does not transfer ownership of Customer Data or confidential information. Material identified as confidential Customer Data is not treated as generic feedback. The Customer should not include personal data in feedback unless authorized and necessary.

12. Acceptable use

The Customer and its Authorized Users must not use the Service to:

violate applicable law or another person's rights;
process data without the required authority, legal basis, notices, or safeguards;
introduce malware, malicious formulas, exploit code, or other harmful material;
probe, scan, or test vulnerabilities without Motivs' written authorization;
gain unauthorized access to another account, organization, system, or data;
interfere with service integrity, availability, or security;
evade security, quarantine, access, or usage controls;
impersonate another person or misrepresent authority; or
use Outputs without appropriate human review where reliance could cause material harm.

Motivs may investigate suspected violations and take proportionate protective action under Section 16.

13. Confidentiality

Each party must protect the other's non-public confidential information and use it only for the contractual relationship and permitted service purposes. Each party must use reasonable care, at least equivalent to the care it uses for its own similar confidential information, and limit access to personnel, advisers, contractors and subprocessors who need access and are subject to confidentiality obligations.

These obligations do not apply to information the receiving party can demonstrate was already lawfully known to it, became public without breach, was independently developed without using the confidential information, or was lawfully received from another source without a confidentiality restriction.

A party may disclose information where legally required, including to regulators, and must provide prior notice where legally permitted and reasonably practicable. These obligations do not prevent lawful regulatory disclosures.

Confidentiality obligations continue for five years after termination. Trade secrets remain protected for as long as they retain trade-secret status.

14. Privacy and security

Motivs' Privacy Policy explains how Motivs handles personal data for its own purposes. It also summarizes how the Service processes Customer Data and interacts with connected AI providers.

Motivs uses technical and organizational safeguards designed to protect the Service, but no system can eliminate all risk. The Customer is responsible for configuring its use appropriately, protecting credentials, managing Authorized Users, and avoiding unnecessary personal or confidential information in metadata sent to connected providers.

15. Third-party services

The Service depends on third-party infrastructure and may interoperate with services selected by the Customer. Third-party services are governed by their own terms and may change, suspend, or discontinue their functionality.

Motivs is not responsible for a Third-Party AI Provider's independent interface, models, account controls, or processing outside the Motivs-hosted workflow, except to the extent responsibility cannot lawfully be excluded or arises from Motivs' own acts.

Motivs does not guarantee independent third-party availability, models, interfaces or provider-controlled behavior. Where Motivs engages infrastructure or service subprocessors, Motivs remains subject to its applicable legal obligations. Nothing in this section excludes Motivs' responsibility for its own acts or obligations that cannot lawfully be excluded.

16. Suspension

Motivs may impose an immediate protective suspension or restriction where reasonably necessary for an urgent security risk, compromise, unlawful activity, legal or regulatory requirement, or serious abuse.

For an ordinary remediable contractual breach, Motivs will normally provide notice and 10 business days to cure before suspension. For non-payment, Motivs will provide notice and seven calendar days before suspension.

Access may be restored once the relevant issue is satisfactorily resolved, subject to continuing security or legal needs.

Suspension is an access-control action that may be performed manually by an authorized operator. These Terms do not represent that suspension is automated or available through a self-service interface.

17. Term and termination

These Terms begin when the Customer accepts them through one of the methods in Section 1 and continue while the Customer has an active licence.

The Customer may end renewal by cancelling under Section 6. Cancellation takes effect at the end of the current paid monthly licensing period.

Motivs may terminate for a material breach not cured within 10 business days after notice. Immediate termination may apply for serious unlawful or security abuse or repeated material breach.

Termination ends the right to access and use the Service. It does not mean instant deletion of Customer Data. Ordinary primary-system data is deleted within 30 days after closure or termination, subject to applicable law, the DPA and justified legal or security holds. Backup copies age out through their ordinary backup lifecycle rather than selective editing or deletion.

Export or return availability may be limited by security, law or the applicable Order or DPA. Motivs does not promise bespoke transition assistance. Accrued payment obligations and provisions intended by their nature to survive continue after termination.

18. Availability and support

Motivs does not promise a specific uptime percentage, formal service-level agreement, service credits, or guaranteed support-response time under these Terms.

The Service may be unavailable because of maintenance, updates, security measures, third-party failures, or circumstances outside Motivs' reasonable control.

Product-support enquiries may be sent to support@motivs.ai.

19. Warranties and disclaimers

Motivs will provide the Service with reasonable care and skill, and the Service should operate substantially as described.

Motivs does not guarantee uninterrupted or error-free availability or that Generated Automation Code or Outputs are completely accurate or suitable for every purpose. The Customer must review and validate consequential outputs as described in Section 10.

Other warranties are excluded to the maximum extent permitted by law. Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

20. Liability

Subject to the exceptions below, Motivs' aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by the Customer to Motivs during the 12 months immediately preceding the event giving rise to the claim.

For claims arising from Motivs' breach of confidentiality obligations, applicable data-protection obligations or security obligations, a separate aggregate cap of twice those preceding 12 months' fees applies instead of, and not in addition to, the ordinary cap. The caps are not cumulative.

To the extent permitted by law, Motivs excludes liability for indirect or consequential losses and loss of profits, revenue or goodwill. Liability for loss of Customer Data is not completely excluded and remains subject to the applicable cap unless law requires otherwise.

These exclusions and caps do not limit liability to the extent it cannot lawfully be limited, including, as applicable, intentional misconduct, gross negligence, death or personal injury, or other liability that applicable law prohibits limiting.

21. Indemnities

The Customer indemnifies Motivs against third-party claims to the extent caused by Customer Data infringing another person's rights or the Customer's unlawful or prohibited use of the Service.

Motivs must give prompt notice and reasonable cooperation in relation to the claim. The Customer may control the defence where appropriate. No settlement may impose liability, an admission or non-monetary obligations on Motivs without Motivs' reasonable consent.

These Terms do not provide a general Motivs intellectual-property indemnity. Enterprise-specific indemnities may be negotiated in an Order.

22. Force majeure

A party is excused from an affected obligation only to the extent performance is prevented by an event outside its reasonable control that could not reasonably have been foreseen, prevented or overcome. The affected party must give prompt notice where practicable and take reasonable steps to mitigate the effect.

Accrued payment obligations remain due. If a material force-majeure effect continues for 30 days, either party may terminate the affected services.

23. Assignment and subcontracting

Motivs may assign these Terms to an affiliate or in connection with financing, restructuring, a merger, acquisition or sale of substantially all relevant business or assets, provided the successor assumes the applicable obligations and the Customer is notified.

The Customer may assign these Terms to a genuine successor in a merger, acquisition or business sale if the successor assumes the obligations and the assignment does not materially increase Motivs' risk.

Other assignments require the other party's consent, not to be unreasonably withheld where appropriate. This section does not permit unrestricted resale or sublicensing of the subscription.

Where Motivs engages subcontractors or subprocessors, its applicable legal and contractual obligations continue, including those under the applicable DPA.

24. Changes to the Service and Terms

Motivs will generally give at least 30 days' advance notice of material changes to these Terms or material service features. Such changes normally take effect at the next renewal, and the Customer may cancel before they take effect.

Changes urgently required by law, regulation or security may take effect sooner, with notice as soon as reasonably practicable. Renewed affirmative acceptance is required where a materially changed contractual version reasonably requires it.

Motivs preserves the version accepted by the Customer with the acceptance record.

25. Governing law and courts

These Terms are governed by Estonian law, without giving effect to conflict-of-law rules that would require another law to apply. Harju County Court (Harju Maakohus), Estonia, has exclusive jurisdiction over B2B disputes arising from or relating to these Terms, subject to mandatory law requiring otherwise.

26. Language

English is the controlling contractual version. Any translation is for convenience unless mandatory law requires otherwise or an applicable Order expressly states otherwise.

27. Notices

Legal and contractual notices to Motivs may be sent to team@motivs.ai or delivered to the registered address stated below where appropriate. Product-support and cancellation requests should be sent to support@motivs.ai. Motivs may send notices to the Customer's account administrator or business contact.

Subject to mandatory law, email notice is deemed received on the next business day after sending if the sender does not receive a delivery-failure notice.

28. General terms

These Terms, applicable Orders and the applicable DPA or other binding data-processing instrument form the entire agreement concerning the Service and replace prior agreements on the same subject.

If a provision is invalid or unenforceable, the remainder continues to apply to the extent permitted by law. A waiver requires clear action or writing; delay or failure to exercise a right alone is not a waiver. Remedies are cumulative to the extent permitted by law.

No third party has rights under these Terms unless expressly stated. Agreements may be executed electronically and in counterparts. Provisions intended by their nature to survive termination continue, including accrued payment obligations, confidentiality for its stated duration, intellectual-property provisions, applicable data-processing and retention duties, liability, indemnities, and dispute provisions.

29. Contact

MOTIVS OÜ
Registry code: 17567337
Commercial Register: Estonian Commercial Register
Registered address:
Rävala pst 7, Kesklinna linnaosa
Tallinn 10143, Harju maakond
Estonia
VAT number: EE103014074
Legal and privacy: team@motivs.ai
Product support: support@motivs.ai