Legal

Effective Date: 7 Dec 2025

These Terms & Conditions (“Terms”) govern the provision of services by Naltero™ by MotionFX Digital LLC FZ (the “Contractor”, “MotionFX”, “we”, “us”) to the Customer (“you”), as specified in the applicable invoice (the “Services”).

Contractor details (registered office):
Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.
Registration number: 2540143

Acceptance of Terms

  • The Services are offered subject to these Terms and any related policies and procedures (including Privacy Policy and Refund Policy) published or communicated by MotionFX.
  • By receiving and/or using the Services, you agree to be bound by these Terms.

Changes

  • MotionFX may amend these Terms and/or related policies at its discretion.
  • Updates will be posted on the MotionFX website and may include a revised “Updated” date.
  • Continuing to receive and/or use the Services after publication of changes constitutes acceptance of the revised Terms/policies.

Definitions

Contractor

Naltero™ by MotionFX Digital LLC FZ (UAE), reg. no. 2540143, Meydan Grandstand (address above).

Customer

A legal entity or natural person ordering Services by signing an invoice or completing a payment/order form.

Agreement

These Terms & Conditions plus the applicable invoice governing the Services.

Services

Services specified in the invoice (“Invoice”) and/or invoiced through a payment agent.

Party to the Agreement

Either the Contractor or the Customer.

Parties to the Agreement

Contractor and Customer jointly.

Business Day

A day other than Saturday, Sunday, or an official public holiday in the UAE (Dubai).

Intellectual Property Rights

All rights related to patents, copyrights (incl. moral rights), performers’ rights, trademarks/trade names, trade secrets/confidential info, applications/renewals, and similar rights worldwide.

Invoice

An electronic document listing Services, timing, cost, and Contractor payment details.

Work Product

Any deliverables/results created while rendering Services (materials, designs, code, graphics, animations, documents, etc.).

When the Agreement Takes Effect

Offer

Publishing these Terms on the website (or presenting them otherwise) constitutes an offer to contract on these Terms.

Acceptance / Conclusion

The Agreement is concluded when the Customer makes 100% advance payment of the Services value stated in the Invoice, unless otherwise agreed in writing.

Full acceptance

By accepting, the Customer agrees to these Terms, the Privacy Policy, and the Refund Policy with no waivers/exclusions/reservations.

No paper signing required

These Terms do not require a handwritten signature.

Scope of the Terms

Services and availability

The Contractor may decide whether to render Services to any Customer on any lawful grounds.

Scope and delivery

  • Services are those in the accepted Invoice.
  • Methods/channels and operational details are at the Contractor’s discretion unless agreed in writing.
  • Customer must provide reasonably required information/resources/materials (e.g., images, video, banners, content) within 3 Business Days of request, unless agreed otherwise.

Subcontractors

The Contractor may engage third parties (subcontractors, freelancers, partners) to provide Services.

Invoice assumptions

Key service parameters/assumptions may be added to the Invoice.

Onboarding period

Onboarding is 5 Business Days after advance payment, used to prepare for delivery. Actual Services begin after onboarding unless agreed otherwise in writing.

Rights and Obligations

Contractor rights

The Contractor may:

  • Refuse instructions that would breach UAE law and/or other applicable laws where Services are rendered;
  • Suspend/terminate Services if the Customer fails obligations;
  • Extend delivery timelines by the number of days of Customer-caused delay (including delays in providing information/actions referenced in clause 7.2).

Contractor obligations

The Contractor must:

  • Render Services in the scope/time/period in the accepted Invoice, subject to payment and Customer compliance;
  • Keep Customer information confidential, subject to law and these Terms.

Customer rights

The Customer may:

  • Demand proper/timely Services per the Agreement;
  • Unilaterally terminate by notice at least 10 calendar days before the intended termination date.

If a Customer (legal entity) terminates after Services have commenced, the Contractor may deduct a fee equal to the value of Services paid for but not rendered due to the Customer’s refusal.

Customer obligations

The Customer must:

  • Pay as set out in the Invoice;
  • Provide required information upon request;
  • Avoid actions that disrupt Contractor systems/networks or undermine security;
  • Keep confidential information received/provided under the Terms.

Liability standard

Each Party is liable for failures or improper performance per applicable UAE law.

Payment for the Services

Price determination

Services cost is determined by the Contractor and may be:

  • The amount in a posted price list on the Contractor website (naltero.com); or
  • An amount agreed via email/messenger (Telegram, Viber, Slack, WhatsApp) or website chat (naltero.com).

Prepayment

Payment is 100% prepayment per Invoice unless agreed otherwise in writing. Payment methods may include:

  • non-cash bank transfer
  • online payment
  • (if offered) cryptocurrency transfer to a designated wallet

When payment is complete

Services are paid when funds are received in the Contractor’s bank account or crypto is credited to the wallet; the payment date is the credit date.

Fees

Any bank/payment provider fees or similar charges are borne by the Customer.

Intellectual Property Rights

Assignment on acceptance

Upon Customer acceptance of Work Product, the Customer acquires full Intellectual Property Rights in the Work Product, including reproduction, distribution, rental, importation, public performance, communication to the public, translation, adaptation, modification, and transmission by any means.

Rights are exclusive worldwide for the full IP term. No additional acceptance certificates are required unless mandated by law or agreed in writing.

Included in price

IP assignment cost is included in the Services price unless expressly agreed otherwise in writing.

No encumbrances

Contractor warrants Work Product is not encumbered by third-party rights and will not knowingly infringe third-party rights.

Third-party engagement and author consents

  • Contractor warrants appropriate agreements exist/will exist with contributors to assign rights to the Contractor.
  • On request, Contractor will provide copies within 3 Business Days (with commercially sensitive redactions if needed).
  • Contractor warrants authors have consented to use without mandatory name crediting where permitted. If later authorship claims cause loss, Contractor indemnifies the Customer (subject to law).
  • Contractor authorizes the Customer to make changes/deletions/additions and publish/use Work Product, provided it does not unlawfully damage honor/dignity/business reputation of Contractor/authors.
  • If influencers are engaged, they are not Contractor employees; Contractor is not liable for losses arising from influencer budget payments, and Customer accepts those risks.

Disclaimer of Warranties and Limitation of Liability

“As is”

Services are provided “as is” and “as available” except as expressly stated in the Agreement. To the maximum extent permitted by law, Contractor disclaims other warranties (title, non-infringement, merchantability, fitness, accuracy, course of dealing).

Limitation

Except for indemnity obligations expressly set out and to the maximum extent permitted by law, Contractor is not liable for special, indirect, incidental, consequential, or punitive damages (contract/tort including negligence), even if notified of the possibility.

Indemnity and Warranty

Customer indemnification

Customer indemnifies, defends, and holds harmless Contractor and related persons (directors, officers, employees, agents, successors, assigns) from third-party claims/costs/expenses (including reasonable attorney fees) arising from:

  • Customer breach of obligations/representations/warranties;
  • Claims that Customer-provided IP incorporated into Services infringes third-party IP rights.

Contractor will notify and cooperate reasonably; Customer must keep Contractor informed and not settle claims involving Contractor indemnitees without prior written consent unless full release is included.

Non-sanctioned status

Customer warrants neither it nor key related persons/owners are sanctioned (including, where relevant, UK/EU/UN/U.S. OFAC lists). If that changes, Customer must notify immediately; Contractor may terminate immediately. Customer pays for Services properly provided prior to termination.

10.3 Mutual authority and no conflicts

Each Party warrants it has authority to enter/perform in compliance with laws and has no conflicting third-party agreements.

10.4 Contractor compliance

Contractor shall not knowingly violate law or infringe IP/other rights of third parties while rendering Services.

10.5 Customer proceedings

Customer warrants there are no pending/threatened actions that may affect legality/validity/enforceability of the Terms.

Miscellaneous

Entire agreement; conflict

These Terms + referenced policies constitute the entire agreement and supersede prior understandings unless otherwise agreed in writing.

Governing law

UAE laws apply and, to the extent applicable, the laws of Dubai.

Jurisdiction; claims process

Claims/notices must be sent in writing by registered mail or other verifiable means agreed by the Parties. The receiving Party responds within 20 Business Days. If rejected/no response, dispute may be referred to competent courts of Dubai. Dubai courts have exclusive jurisdiction.

Electronic signatures

Electronic/scanned documents and e-signatures (e.g., DocuSign, PandaDoc) are treated as originals to the extent permitted by law.

Communication email

For legally effective communications, Contractor uses: hello@naltero.com, unless otherwise specified.

Reference / portfolio

Customer agrees Contractor, subcontractors, and affiliates may reference Customer as a client and use Customer name/trademark/logo royalty-free for marketing/portfolio, unless agreed otherwise in writing.

Severability

If any provision is invalid/unenforceable, it will be interpreted to reflect original intent; remaining provisions remain in effect.

Assignment

Customer may not assign rights/obligations without Contractor consent. Contractor may assign its rights/obligations; Terms bind successors/permitted assignees.

Force majeure

Except payment obligations, neither Party is liable for delays/failures due to events beyond reasonable control (including hosting/utilities failures, shortages, riots, pandemics, fires, acts of God, war, strikes, terrorism, government actions, natural disasters, military actions, third-party actions, or new laws/directives prohibiting Services). Affected Party must promptly notify and provide reasonable evidence and impact.

Survival

Provisions that should survive termination do (including warranty disclaimers, indemnity, and limitation of liability).

No waiver

Delays/failures to exercise rights are not waivers; partial exercise doesn’t preclude further exercise.

Refund Policy

  • Refund request allowed no later than 7 calendar days after payment.
  • Contractor may deduct a 5% service fee on any approved refund.
  • After 7 days, payments become non-refundable, unless required by law or agreed in writing.

A refund request may be denied if:

  • Evidence of fraud, refund abuse, resale, or manipulative practices;
  • Payment relates to promotions/upgrades/plan changes designated non-refundable;
  • Refund process is violated or incomplete.

Refund process:

  • Email: hello@naltero.com
  • Subject: “Refund request”
  • Must be sent from the payment email address
  • Must include: company name (if applicable), payment date, service name, short explanation

Marketing subscription

  • Unused hours carry over only if the subscription is renewed.
  • If not renewed, unused hours are not refundable.
  • Initial subscription period begins upon acceptance of work plan/strategy.
  • Next period starts automatically the day after the current one ends, provided timely payment is received (unless agreed otherwise in writing).

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