TERMS OF SERVICE AI EXPERT COACH

1. Definitions

• AI Coach: The artificial intelligence application developed by the Expert on the Platform and made available to End Users through the Platform.

• AI Model: The underlying artificial intelligence models, algorithms and machine learning infrastructure made available by MTH on which the AI Coach operates.

• Order Form: The form specifying the Services ordered by the Expert, including the chosen Module Level, the applicable pricing tiers, and any additional services.

• Content: All content, data, prompts, instructions, persona settings and other material supplied or configured by the Expert for the purpose of the AI Coach.

• Services: The totality of services, including any additional services, provided by MTH to the Expert under this Agreement as specified in the Order Form.

• End User: A natural person or legal entity that uses the AI Coach after accepting the Terms of Use and, where applicable, paying the applicable fee.

• Expert: The natural person or legal entity that engages MTH to develop and offer an AI Coach through the Platform.

• Activated User: An End User whose status on the MTH platform is set to "activated". The Fee is calculated on the basis of the number of Activated Users.

• Terms of Use: The terms applicable to every user of the Platform, as available at https://knowledge.movetohappiness.com/nl/gebruiksvoorwaarden.

• End User Terms: The terms applicable to the End User of the AI Coach, as made available through the Platform.

• MTH: Move To Happiness Hub bv, with registered office at Statieplein 1 bus 1.02, 2560 Nijlen, registered with the Belgian Crossroads Bank for Enterprises under number 0437.586.004.

• Module Level: The package of Services chosen by the Expert, consisting of Module 1, Module 1+2 or Module 1+2+3, as further described in Article 6.2.

• Agreement: These service terms, including the Order Form and any applicable annexes.

• AI Studio Platform: MTH's AI Studio platform on which the Expert configures and manages the AI Coach and through which the AI Coach is made available to End Users.

• Start Date: The date on which the Order Form was signed.

• Stripe Connect: The payment platform of Stripe Inc. used for (i) processing payments from End Users to the Expert and (ii) the automatic collection of the Fee by MTH from the Expert.

• Fee: The fixed amount per Activated User per month owed by the Expert to MTH for the provision of the Services, calculated in accordance with Article 6.

• Confidential Information: This Agreement and all information, whether in writing or in any other form, that has been communicated as confidential to a Party by or on behalf of the other Party, or that must by its nature be considered confidential.

• Guardrails: The safety mechanisms implemented by MTH in the Platform that monitor and restrict the output of the AI Coach, including crisis detection, content moderation, referral protocols, and boundary detection for sensitive topics.

• Consent Management System: The system managed by MTH for obtaining, recording, managing and withdrawing the consents of End Users for the processing of their personal data.

• Data Annex: The annex to this Agreement describing the data processing and the obligations of MTH as data controller (Annex 1).

2. Services and Order Form

The Expert may order various services from MTH in the context of developing and offering an AI Coach, including but not limited to:

• Access to the AI Studio Platform
• Configuration and hosting of the AI Coach
• Access to AI Models and infrastructure
• Stripe Connect integration for payment processing
• Technical support and maintenance
• Additional services (training, premium support, custom integrations)

The services ordered by the Expert are set out in the Order Form, together with a detailed description of what each service entails. The Order Form also specifies the applicable commission percentage, the unit price of any additional services, the applicable VAT rate, the VAT amount, and the cost price.

The timing for commencement or performance of the Services is determined by mutual agreement with the Expert. All services not included in the Order Form are considered additional services. MTH will provide a price quote before delivering any additional services.

3. Onboarding and Publication

3.1 As part of the onboarding process, MTH and the Expert will jointly draw up an implementation plan for the configuration and launch of the AI Coach. The implementation plan is subject to approval by the Expert.

3.2 The Expert is responsible for providing all Content required for the configuration of the AI Coach. MTH is not responsible for the substantive accuracy, completeness or suitability of the Content provided by the Expert.

3.3 Prior to the publication of the AI Coach, MTH will carry out a technical review. MTH reserves the right to refuse or suspend publication of an AI Coach if the Content is contrary to law, public order, the rights of third parties or the reputation of MTH.

3.4 After launch, MTH and the Expert will continue to collaborate in good faith for the maintenance and optimisation of the AI Coach.

4. Obligations of MTH

4.1 MTH will endeavour to provide the Expert and End Users with uninterrupted availability of the Platform and the Services. MTH guarantees an availability of 99.9% (uptime). For the full terms regarding availability, scheduled maintenance, exclusions and the compensation scheme, reference is made to the Move To Happiness Service Level Agreement (MTH SLA), which forms an integral part of this Agreement.

4.2 In the event of a scheduled interruption (e.g. maintenance work), MTH will notify the Expert at least five (5) calendar days in advance, unless the nature of the interruption makes this impossible. MTH will endeavour to schedule interruptions so as to minimise inconvenience to End Users.

4.3 MTH will take all appropriate technical and organisational measures to ensure both the proper functioning and the security of the Platform. Should a security risk nevertheless arise, MTH will promptly inform the Expert of any additional measures to be taken.

4.4 MTH provides support (general and technical) to the Expert, meaning that MTH will make every effort to answer any questions the Expert may have in connection with the Services.

4.5 MTH makes the underlying AI Models available to the Expert and provides the technical infrastructure on which the AI Coach operates. MTH is responsible for the maintenance and updates of the AI Models.

4.6 MTH ensures the proper functioning of the Stripe Connect integration and the timely payment of the Expert's share in accordance with the amount set out in the Order Form.

4.7 MTH implements and maintains platform-level Guardrails that monitor and restrict the output of all AI Coaches. These Guardrails include: crisis detection and referral in the event of signals of acute distress, content moderation to prevent harmful or unlawful output, boundary detection when conversations fall outside the area of expertise of the AI Coach, and automatic logging of safety incidents. The Expert is informed of the functioning of the Guardrails but bears no responsibility for their technical implementation.

4.8 MTH manages the Consent Management System and is responsible for obtaining all required consents from End Users, including consent for the processing of personal data (including special categories), consent for AI interaction, and information about the rights of Data Subjects.

4.9 MTH is responsible for informing End Users that they are interacting with an AI system, about the capabilities and limitations of the AI Coach, and about the processing of their personal data.

5. Obligations of the Expert

5.1 The Expert undertakes to pay all Fees as determined in Article 6 of this Agreement correctly and on time.

5.2 The Expert is solely responsible for the substantive accuracy, completeness, quality and lawfulness of the Content offered to End Users through the AI Coach. The Expert warrants that the Content:

• does not infringe the intellectual property rights of third parties;
• is not contrary to applicable laws and regulations;
• does not contain misleading or harmful information;
• complies with applicable professional rules and codes of conduct if the Expert practises a regulated profession;
• is in conformity with the EU AI Act (Regulation (EU) 2024/1689) and the transparency obligations provided therein.

5.3 The Expert complies with all legal obligations applicable to it as a result of using the Services and offering the AI Coach, including the obligations arising from the EU AI Act as a deployer of an AI system.

5.4 The Expert is responsible for answering substantive questions from End Users about the purpose and nature of the coaching offered through the AI Coach. The Expert is not responsible for informing End Users about technical aspects of the Platform, the AI Models or the processing of personal data; that responsibility rests with MTH.

5.5 The Expert will not take any actions that jeopardise the proper functioning of the Platform or that could damage the reputation of MTH.

5.6 The Expert holds all necessary permits, licences and qualifications required for offering the services provided through the AI Coach.

5.7 The Expert is required to register a valid payment method in Stripe at the commencement of the Agreement for the automatic collection of the Fee, and to keep this payment method up to date throughout the entire term of the Agreement, in accordance with Article 6.13.

6. Fee and Invoicing

6.1 Fee Structure

The Expert pays MTH a fixed amount per Activated User per month (the Fee). The Fee depends on (i) the Module Level chosen by the Expert and (ii) the applicable pricing tier.

6.2 Modules

MTH offers three Module Levels:

• Module 1: Expert AI Coach — the core product;
• Module 1+2: Expert AI Coach + Extended Wellbeing Pack — the core product with an extended wellbeing offering;
• Module 1+2+3: Expert AI Coach + Extended Wellbeing Pack + Expert Marketplace — the full ecosystem.

The Expert selects one Module Level at the commencement of the Agreement. This Module Level applies uniformly to all End Users of the Expert. The Expert may upgrade to a higher Module Level during the term; such an upgrade then applies to all Activated Users. Downgrading to a lower Module Level is only possible upon renewal of the subscription.

6.3 Activated User

An Activated User is an End User whose status on the MTH platform is set to "activated". The Expert is responsible for managing the status of their End Users via the platform.

6.4 Tiered Pricing

Fees are calculated using a multi-tier (graduated) pricing model. Each tier has its own unit price. As the total number of Activated Users reaches a higher tier, the lower rate applies exclusively to the Activated Users within that tier, not to all Activated Users.

Illustrative example:

Tier | Users | Module 1 | Module 1+2 | Module 1+2+3 | Discount Starter | 1–100 | €3.50 | €5.50 | €7.00 | Base price Growth | 101–500 | €3.15 | €4.95 | €6.30 | -10% Scale | 501–1,000 | €2.80 | €4.40 | €5.60 | -20% Enterprise | 1,001+ | €2.45 | €3.85 | €4.90 | -30%

Example: with 250 Activated Users on Module 1, the monthly Fee is calculated as follows: (100 × €3.50) + (150 × €3.15) = €350.00 + €472.50 = €822.50.

The exact fees per module and per tier are set out in the pricing annex to the Order Form.

6.5 Consumer Price

The Expert determines the price charged to End Users. The Fee payable to MTH is a fixed amount per Activated User and is not dependent on the consumer price set by the Expert.

6.6 Billing Cycle

Invoicing consists of two components:

(a) Monthly advance invoicing: on the first day of each calendar month, the Fee is charged in advance for all Activated Users at that time, based on the applicable pricing tiers (Article 6.4). Collection is made automatically via the payment method registered by the Expert in Stripe (Article 6.13). The corresponding invoice is provided electronically via Peppol.

(b) Immediate invoicing upon new activation: upon each new activation of an End User during an ongoing calendar month, the Fee for that End User is immediately charged, calculated pro rata in accordance with Article 6.7.

6.7 Pro-Rata Calculation

(a) Upon activation: if an End User is activated during an ongoing calendar month, the Fee for that End User is calculated on a pro-rata basis based on the number of remaining days in that calendar month (including the day of activation), divided by the total number of days in that month. This pro-rata fee is invoiced immediately.

Formula: Pro-rata fee = Rate per user × (remaining days ÷ total days in month)

Example: activation on 15 March (month of 31 days): remaining days = 17. Pro rata = €3.50 × (17 ÷ 31) = €1.92.

(b) Upon deactivation: if an End User is deactivated during an ongoing calendar month for which an advance invoice has already been issued, a credit amount is calculated based on the number of unused days in that calendar month (excluding the day of deactivation). This credit amount is offset against the next monthly invoice.

Formula: Credit = Rate per user × (unused days ÷ total days in month)

Example: deactivation on 20 March (month of 31 days): unused days = 11. Credit = €3.50 × (11 ÷ 31) = €1.24. This amount is deducted from the April invoice.

6.8 End User Payment Methods

End Users may gain access to the AI Coach in two ways:

(a) Online sales via Stripe Connect: the End User pays directly through the Expert's Stripe Connect integration. MTH invoices the Expert separately for the Fee per Activated User.

(b) Manual activation: the Expert manually adds the End User to the platform and invoices the End User from their own administration. MTH invoices the Expert separately for the Fee per Activated User.

In both cases, MTH invoices the Expert monthly for all Activated Users, regardless of how the End User was added.

6.9 Module Level Upgrade

Upon upgrading to a higher Module Level during an ongoing billing period, the difference in Fee between the old and new Module Level is charged on a pro-rata basis for the remaining days in that month. The upgrade takes effect from the date of activation of the new Module Level for all Activated Users.

6.10 Overview and Reporting

MTH provides the Expert with a monthly overview via Stripe Connect of the number of Activated Users, the applicable pricing tiers and the calculation of the Fee.

6.11 All Fees Exclusive of VAT

All amounts in this Agreement are exclusive of VAT and other levies, unless expressly stated otherwise.

6.12 Indexation

On 1 January of each year, all rates in the pricing annex (all tiers, all modules) are automatically indexed on the basis of the following formula:

P1 = P0 × (0.2 + 0.8 × I1/I0)

Where: P1 = the new rate P0 = the original rate I1 = the Belgian Agoria wage index (national average) for the calendar month preceding the price indexation I0 = the Belgian Agoria wage index (national average) for the calendar month in which this Agreement was signed

6.13 Discounts

Unless expressly agreed otherwise, any discounts apply exclusively to the initial period.

6.14 Payment Method and Automatic Collection

(a) The Fee is collected by automatic direct debit by means of a payment method registered by the Expert in Stripe at the commencement of the Agreement. The Expert chooses a payment method from the options supported by Stripe for automatic payments, including:

• debit or credit card (Mastercard, Visa or equivalent);
• SEPA direct debit.

(b) The Expert is responsible for keeping the registered payment method up to date. If an automatic collection fails (due to insufficient funds, expired card or any other cause), the Expert is automatically notified by Stripe. MTH reserves the right to re-initiate the collection in accordance with Stripe's repeated collection policy.

(c) If automatic collection fails after repeated attempts, this constitutes non-payment within the meaning of Article 6.15 and the following provisions.

(d) The Expert receives an electronic invoice via Peppol for each automatic collection, simultaneously with or shortly after the collection.

6.15 Invoice Disputes

Any dispute regarding an invoice or collection must be communicated to MTH in writing no later than fourteen (14) calendar days after the date of collection. A dispute does not suspend the payment obligation.

6.16 Late Payment — Interest

In the event of non-payment, partial payment or late payment, the Expert owes by operation of law and after notice of default a default interest on the outstanding amount equal to the statutory interest rate for late payment in commercial transactions, pursuant to the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

6.17 Late Payment — Damages

In the event of non-payment, partial payment or late payment, the Expert also owes by operation of law and without prior notice of default a fixed penalty of 10% of the outstanding amount, with a minimum of EUR 25.00 per invoice, without prejudice to the right of MTH to claim higher damages.

6.18 Collections

If the Expert does not respond to MTH's payment reminder, MTH may transfer the unpaid or partially paid invoice to a debt collection agency or other third party. All (extra-)judicial costs arising therefrom are entirely at the expense of the Expert.

6.19 Suspension for Non-Payment

If the Expert does not pay the unpaid or partially paid invoice in full within fourteen (14) calendar days of MTH's payment reminder, MTH has the right to unilaterally suspend or terminate this Agreement, without prior court intervention and without compensation, by operation of law. Upon suspension or termination, the AI Coach is immediately deactivated.

7. Intellectual Property

7.1 The intellectual property rights relating to the Platform, the AI Models and the associated software and database belong exclusively to MTH or its licensors and are in no event transferred in whole or in part to the Expert.

7.2 MTH grants the Expert a limited, revocable, non-exclusive and non-(sub)licensable licence to access and use the Platform and the AI Models in accordance with this Agreement, provided that the Fee is paid correctly, in full and on time.

7.3 The intellectual property rights in the Content (the substantive expertise, texts, prompts, persona settings and other material supplied by the Expert) remain the property of the Expert. The Expert grants MTH a limited, non-exclusive licence to use the Content solely to the extent necessary for the operation of the AI Coach on the Platform.

7.4 The intellectual property rights in the AI Models, including all improvements, updates and derivative works of the AI Models, belong exclusively to MTH, regardless of whether these improvements result from the use of the AI Coach by the Expert or End Users.

7.5 The Expert is not permitted to act outside the rights granted under this Agreement without the express written consent of MTH. The Expert is not permitted to distribute, commercialise, sell, rent, make available or in any other way reproduce the Platform or the AI Models.

7.6 The Expert undertakes that the Content and its actions will not in any way infringe the intellectual property rights of any third party. MTH is in no event liable for any infringement of the intellectual property rights of a third party by the Expert or through the AI Coach. In such a case, the Expert must indemnify MTH against any damage that MTH may suffer as a result of such infringement.

8. EU AI Act and AI Governance

8.1 The Parties acknowledge that the AI Coach qualifies as an AI system within the meaning of Regulation (EU) 2024/1689 (the EU AI Act). MTH acts as provider of the AI system and the Expert acts as deployer.

8.2 MTH bears as provider the responsibility for:

• the technical conformity of the AI system with the applicable requirements of the EU AI Act;
• conducting and maintaining the risk assessment at system level;
• maintaining the technical documentation of the AI system;
• implementing appropriate data governance measures;
• the transparency of the AI system at technical level (model card, system information);
• informing End Users that they are interacting with an AI system;
• carrying out a fundamental rights impact assessment where required by the EU AI Act;
• human oversight of the output of the AI Coach, particularly when the AI Coach is deployed in high-risk contexts;
• the implementation and maintenance of the Guardrails (Art. 4.7).

8.3 The Expert bears as deployer the responsibility for:

• using the AI system in accordance with MTH's instructions for use;
• monitoring the operation of the AI Coach and reporting incidents to MTH;
• providing substantively correct and up-to-date Content in accordance with Article 5.2.

8.4 If the AI Coach is deployed for an application that qualifies as high-risk under the EU AI Act, additional obligations apply that will be established by mutual agreement between the Parties in an addendum to this Agreement.

9. Personal Data

9.1 The Parties guarantee that the processing of personal data in the context of the AI Coach will at all times be carried out in accordance with Regulation (EU) 2016/679 (GDPR).

9.2 MTH acts as the sole data controller within the meaning of the GDPR for all personal data processed through the Platform and the AI Coach. The Expert provides Content (expertise, methodologies, persona settings) to MTH but does not determine which personal data are collected, how they are processed or how long they are retained. The obligations of MTH as data controller are described in the Data Annex (Annex 1).

9.3 For the processing of personal data for which MTH acts as data controller, MTH refers to its privacy policy at https://knowledge.movetohappiness.com/nl/privacyverklaring.

9.4 MTH is responsible for informing End Users about the processing of their personal data and for obtaining the required consents through the Consent Management System (Art. 4.8). The Expert has no data controller responsibility and need not maintain its own processing register, DPIA or privacy policy for the processing activities carried out through the AI Coach.

9.5 To the extent that the Expert has access through the Platform to personal data of End Users (such as dashboard data, usage statistics or conversation insights), the Expert may only consult such data for the purpose of optimising the Content. The Expert does not process such data for its own purposes and treats it as Confidential Information.

10. Confidentiality

10.1 Each Party shall, both during and after this Agreement:

• refrain from disclosing Confidential Information to its agents, employees, subcontractors, representatives or third parties other than to the extent strictly necessary for the performance of this Agreement; and
• ensure that its (former) agents, (former) employees, (former) subcontractors, (former) representatives and third parties to whom Confidential Information has been disclosed will keep the Confidential Information secret and treat it as confidential.

10.2 The obligations under this Article shall not apply to Confidential Information that is or becomes generally known other than as a result of a breach by a Party; information received from a third party who lawfully possesses it; or information that must be disclosed pursuant to a legal obligation, provided that the disclosing Party notifies the other Party in advance.

10.3 In the event of a breach of this Article by a Party or by a (former) agent, (former) employee, (former) subcontractor or (former) representative of a Party, the Parties shall owe by operation of law and without any notice of default a fixed penalty of EUR 5,000 per breach, without prejudice to the right of the other Party to claim higher damages if it can demonstrate that its actual damage is higher.

11. Liability

11.1 MTH will endeavour to the best of its ability to perform the Services that are the subject of this Agreement with due care. It is expressly agreed that the obligations of MTH under this Agreement are best-efforts obligations, unless a specific result has been expressly promised in writing and the relevant result has also been described with sufficient precision.

11.2 MTH cannot be held liable for the content, accuracy, completeness or suitability of the Content provided by the Expert, nor for the manner in which the Expert deploys the AI Coach or the advice provided to End Users through the AI Coach.

11.3 The Expert indemnifies MTH against all claims from End Users or third parties arising from the content of the AI Coach, the use of the Content or the non-compliance with applicable laws and regulations by the Expert.

11.3bis MTH indemnifies the Expert against all claims from End Users or third parties arising from (i) technical defects in the Platform or the AI Models, (ii) the failure of the Guardrails, (iii) data breaches originating in the platform infrastructure of MTH, or (iv) the non-compliance by MTH with its obligations as data controller under the GDPR.

11.4 In the event that the Expert suffers damage arising from or in connection with this Agreement, the liability of MTH shall in all cases be limited to (i) direct and foreseeable damage; (ii) damage that is the direct and immediate consequence of gross negligence or wilful misconduct on the part of MTH or its agents; (iii) damage that is reported to MTH by registered letter within two (2) months after the Expert becomes aware of the damage; and (iv) for all damage events occurring during a contract year, limited to 100% of the amount paid by the Expert to MTH or paid by MTH to the Expert during the relevant contract year.

11.5 MTH shall not be liable, whether in contract, tort or otherwise, for any indirect damage whatsoever, such as loss of profit, business, contracts, revenues, anticipated savings, goodwill, loss of or damage to data, or any other indirect losses or damages.

12. Duration and Termination

12.1 The Agreement enters into force on the Start Date for the duration of the fixed initial period set out in the Order Form.

12.2 After the expiry of the fixed initial period, the Agreement is renewed for periods of one (1) contract year. After the initial period, either Party may terminate the Agreement on an annual basis by giving written notice, subject to a notice period of three (3) months prior to the commencement of the annual contract renewal.

12.3 Fees already paid (or that should already have been paid) will not be refunded.

12.4 Either Party may terminate this Agreement if the other Party fails to comply with the provisions of this Agreement and such breach is not remedied within one (1) month following written notice by registered letter, unless the other Party is in a state of bankruptcy. In that case, the Agreement may be terminated immediately and without notice by registered letter.

12.5 Upon termination of the Agreement, for whatever reason:

• the AI Coach is deactivated and is no longer available to End Users;
• the Expert may, upon written request to MTH, obtain an export of their Content within thirty (30) calendar days of termination;
• ongoing payments from End Users are settled and the Expert's share is paid out in accordance with the Stripe Connect terms;
• the provisions on confidentiality, intellectual property and liability remain in full force and effect after termination.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed exclusively by Belgian law.

13.2 In the event of a dispute regarding the application of one or more provisions of this Agreement and/or its annexes, the Parties undertake to make every effort to resolve the dispute amicably and in good faith.

13.3 In the absence of an amicable settlement, the Dutch-language courts of Antwerp have exclusive jurisdiction over disputes arising from this Agreement.

14. Final Provisions

14.1 If a Party is affected by a case of force majeure, it will notify the other Party immediately. The Parties will not be liable for any breach under this Agreement if such breach is due to force majeure.

14.2 This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and replaces all prior or existing agreements. This Agreement may only be amended in writing following joint signature.

14.4 The invalidity or nullity of a provision shall have no effect on the operation and validity of the remaining provisions. In that event, the Parties will endeavour to replace or adapt the relevant provision.

14.5 In the event of a conflict between the provisions of this Agreement and one of its annexes, the provisions of the annex prevail. In the event of a conflict between the provisions of this Agreement and the Order Form, the provisions of the Order Form prevail.

 

Annexes

Annex : Data Annex

Annex 2: AI Transparency Statement