Service Agreement · v1.1 · 2026
Service Agreement
Digital Companions, direct with the client
This agreement is entered into between Move To Happiness Hub BV, trading under the business name “Digital Companions”, with registered office at Statieplein 1 bus 1.02, 2560 Nijlen, Belgium, registered with the Crossroads Bank for Enterprises under number 0437.586.004, duly represented by Kenneth Van Daele, hereinafter “Digital Companions” or “DC”, and the Client, as identified in the Order Form. Each individually a “Party” and together the “Parties”.
This is the public version of the agreement, intended for review and due diligence. The Client’s details, the selected tier, the seats, the credits and the start date are set out in the Order Form, which together with this agreement and its annexes forms a single whole.
Article 1. Definitions
Platform: DC’s multi-tenant AI agent platform, including the Technology, the user interfaces, the administration environment, the APIs and all components used to build and run Agents.
Technology: all underlying technology of the Platform that makes it work (source code, agent runtime, orchestration, model integration, metering, billing, compliance layer, know-how).
Agent: a digital colleague on the Platform, consisting of DC’s Technology and a Content Layer.
Content Layer: the knowledge base, skills and instructions, and the configuration or setup of an Agent. It does not function outside the Platform.
Workspace: a domain cluster of Agents: Marketing, Sales, HR, Customer Success or Wellbeing.
Services: the access to and use of the Platform and the Workspaces that the Client purchases, as set out in the Order Form, plus any additional services.
End User: a natural person designated by the Client who is granted access to the Platform after accepting the Terms of Use.
Order Form: the form or subscription setting out the tier, seats, credits and additional services ordered, with price and duration, including the standard terms (Part B) which form an integral part of it.
Pricing: DC’s current pricing model: a free platform, agent capacity in tiers (credit budget), and seats as an access right.
Terms of Use: the terms that apply to every End User of the Platform.
Data Processing Agreement: Annex 2, which governs the processing of personal data and forms an integral part of this agreement.
Fee(s): the amounts payable by the Client for the Services, as set out in the Order Form and article 6.
Confidential Information: this agreement and all information disclosed as confidential or which is confidential by its nature.
Article 2. Services and Order Form
2.1 The Client orders the Services via the Order Form or an online subscription. The Order Form determines the tier, the included credit budget, the included and additional seats, the selected Workspaces, any feature packages and additional services, together with the corresponding prices.
2.2 The Platform itself is free. The Client pays for agent capacity (the tier with credit budget) and for seats (access right), in accordance with Pricing.
2.3 Services not set out in the Order Form are additional services to be agreed in advance.
2.4 The commencement of the Services is subject to acceptance of this agreement and, where applicable, payment of the first invoice.
Article 3. Onboarding and performance
3.1 Onboarding follows the level of the selected tier: self-serve on the lighter tiers, partly guided from Pro, fully guided from Premium. Onboarding is priced separately in the Order Form.
3.2 The Client and DC jointly determine which Workspaces and Agents are set up and which knowledge sources are connected.
Article 4. Obligations of Digital Companions
4.1 DC will use its best efforts to provide uninterrupted access, targeting an availability of 99% (99.9% for the Enterprise feature). Planned interruptions are announced at least five calendar days in advance, except in urgent cases.
4.2 DC takes appropriate technical and organisational measures for the operation and security of the Platform and informs the Client without delay of any security risk.
4.3 DC provides general and technical support and makes the relevant compliance documentation available (EU AI Act documentation, Data Processing Agreement).
Article 5. Obligations of the Client
5.1 The Client pays the Fees correctly and on time (article 6).
5.2 The Client ensures that its End Users comply with the Terms of Use and that the data and knowledge sources it supplies may lawfully be used.
5.3 The Client uses the Platform in accordance with applicable law and with the risk classification of the Agents (article 11).
Article 6. Fees and payment
6.1 The Fee consists of the tier (agent capacity with credit budget), the seats and any additional credits, in accordance with Pricing and the Order Form. Annual payment gives a 20% discount.
6.2 If the pool’s credit budget runs out, the service continues to work (soft overage): the Client is notified and may purchase additional credits or move to a higher tier. The pool is not hard-throttled; a seatless end user who overloads the free tier may be throttled temporarily.
6.3 Amounts are exclusive of VAT. The payment method, the payment cycle and the consequences of late or failed payment are set out in the Order Form (Part B, standard terms). Payment is by automatic collection by default (credit card or SEPA direct debit). Only where the Order Form is silent does a payment term of thirty days from the invoice date apply. If the number of seats is exceeded, DC may invoice the difference monthly on the basis of the actual number.
6.4 DC may index prices annually on 1 January according to the formula P1 = P0 × (0.2 + 0.8 × I1/I0), where I is the Agoria reference index for wages.
6.5 In the event of a conflict between the Order Form and this agreement, the Order Form prevails for the commercial and payment arrangements; for all other provisions this agreement prevails.
Article 7. Intellectual property
7.1 All intellectual property rights in the Platform and the Technology, and in the Agents developed by DC, belong exclusively to DC or its licensors and are not transferred to the Client.
7.2 DC grants the Client a limited, revocable, non-exclusive and non-sublicensable licence to use the Platform and the Agents for its own internal business operations, subject to payment and compliance with this agreement.
7.3 The Content Layer that the Client builds itself (knowledge base, skills, configuration), and the data it supplies, remain the property of the Client. The Client grants DC a worldwide, non-exclusive, royalty-free licence to that Content Layer and data, solely in order to host the Platform, run the Agents, and support and secure them. DC does not use client or user data to train third-party models.
7.4 The number of custom Agents the Client may set up depends on the selected tier and feature package (Pricing: one in the Compliance & Intelligence package, unlimited in Enterprise).
7.5 The Client may not copy, decompile or reverse engineer the Platform or the Technology, nor resell it or make it available to third parties, nor remove any intellectual property notice.
Article 8. Personal data
8.1 To the extent that DC processes personal data on the Client’s instructions, DC acts as processor and the Client as controller. The conditions are set out in the Data Processing Agreement (Annex 2).
8.2 For processing where End Users provide data directly to DC and DC itself determines the purpose and means, DC acts as an independent controller, in accordance with the privacy policy.
Article 9. Confidentiality
9.1 Each Party keeps the other’s Confidential Information secret, except to the extent strictly necessary for performance, and ensures confidentiality on the part of the persons involved.
9.2 This obligation does not apply to information that is generally known, that has been lawfully obtained from a third party, or that must be disclosed by law.
9.3 In the event of a breach, liquidated damages of EUR 10,000 per breach are payable, without prejudice to the right to claim higher proven damages.
Article 10. Liability
10.1 DC’s obligations are best-efforts obligations, unless a result has been expressly agreed in writing. DC is not liable for the performance of third-party hardware, software or services.
10.2 DC’s total liability is limited to direct and foreseeable damage, and to a maximum of 100% of the amount paid by the Client to DC in the contract year concerned.
10.3 DC is not liable for indirect damage, including loss of profit, loss of data or loss of goodwill.
10.4 These limitations do not apply in the event of intent or gross negligence, nor in the event of personal injury or death.
10.5 Any claim lapses if it is not notified to DC by registered letter within two (2) months of becoming aware of it.
Article 11. EU AI Act
11.1 DC acts as the provider of the Platform; the Client acts as the deployer. The allocation of roles and obligations is set out in the EU AI Act documentation (Annex 3).
11.2 Marketing, Sales, Customer Success and Wellbeing are in principle subject to the transparency obligations (article 50). HR applications that touch on recruitment, selection, evaluation or task allocation may qualify as high-risk (Annex III); for those, human oversight via the User seat applies as a mandatory gate.
11.3 The Client provides appropriate human oversight, informs data subjects where required, and does not use the Platform for prohibited practices under article 5 of the EU AI Act.
Article 12. Term and termination
12.1 The agreement takes effect on the start date and runs for the initial term set out in the Order Form, after which it is tacitly renewed for one year or one month, depending on the subscription chosen.
12.2 After the initial term, either Party may terminate in writing with a notice period of three (3) months for the annual renewal, or one (1) month for a monthly subscription. Fees already paid are not refunded.
12.3 Either Party may terminate in the event of an unremedied material breach (one month after formal notice) and in the event of the other Party’s bankruptcy.
12.4 On termination, the Client and its End Users lose access to the Platform. On request, DC provides an export of the data.
Article 13. Governing law and jurisdiction
13.1 This agreement is governed exclusively by Belgian law.
13.2 The Parties will first seek to settle any dispute amicably. Failing that, the Dutch-speaking courts of Antwerp, Antwerp division, have exclusive jurisdiction.
Article 14. Final provisions
14.1 In the event of force majeure, performance of the affected obligations is suspended for as long as the force majeure lasts.
14.2 This agreement may not be assigned without written consent, except in the event of a transfer to an affiliated or successor company of DC.
14.3 This agreement, together with its annexes, constitutes the entire agreement and replaces all prior arrangements. Amendments are valid only if agreed in writing.
14.4 The invalidity of any provision does not affect the remaining provisions.
14.5 In the event of a conflict, the Order Form prevails, then this agreement, then the annexes.
Annexes
Annex 1: Order Form (tier, seats, credits, Workspaces, additional services). Annex 2: Data Processing Agreement. Annex 3: EU AI Act documentation. Terms of Use: available online.
Version 1.1, drawn up in Nijlen, Belgium. This English text is a courtesy translation; in the event of any discrepancy, the Dutch version prevails. Digital Companions is a product of Move To Happiness Hub BV, Statieplein 1 bus 1.02, 2560 Nijlen, Belgium, enterprise number 0437.586.004. Questions about this agreement? hello@digitalcompanions.eu. See also the data processing agreement, the EU AI Act documentation and the privacy policy.
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