Skip to content
English
Go to www.movetohappiness.com
  • There are no suggestions because the search field is empty.

TERMS OF SERVICE AI EXPERT COACH

The service terms set out below apply to the Services provided by MTH to the Expert (each a Party and jointly referred to as the Parties).

1. Definitions

AI Coach: the artificial-intelligence application developed by the Expert on the Platform and made available to End Users via 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 configuration, the applicable module and any additional services.

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

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

End User: a natural or legal person who uses the AI Coach after accepting the General Terms and Conditions and paying the applicable fee.

Expert: the natural or legal person engaging MTH for the development and offering of an AI Coach via the Platform.

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

General Terms and Conditions: the terms applicable to the End User of the AI Coach, as made available via the Platform.

MTH: Move To Happiness Hub bv, having its registered office at Statieplein 1 bus 1.02, 2560 Nijlen (Belgium), registered with the Crossroads Bank for Enterprises under number 0437.586.004.

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

AI Studio Platform: the MTH 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 the processing of payments by End Users and the distribution of revenue between MTH and the Expert.

Fee: the fee payable by the Expert to MTH for the provision of the Services, as stated in the Order Form.

Confidential Information: this Agreement and all information, whether in writing or in any other form, communicated as confidential to a Party by or on behalf of the other Party, or which by its nature should be considered confidential.

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 specified in the Order Form, together with a description of the scope of those services. The Order Form further sets out the applicable commission percentage, the unit price of any additional services, the VAT rate, the VAT amount and the cost price.

The commencement and performance of the Services shall be determined in mutual consultation with the Expert. All services not included in the Order Form shall be considered additional services. MTH shall provide a price quotation before delivering any additional services.

3. Onboarding and Publication

3.1 As part of the onboarding process, MTH shall, in collaboration with the Expert, prepare an action plan for the configuration and launch of the AI Coach. The action plan shall be approved by the Expert.

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

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

3.4 Following the launch, MTH and the Expert shall continue to cooperate in good faith for the maintenance and optimisation of the AI Coach.

4. Obligations of MTH

4.1 MTH shall use its best efforts 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 windows, 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 planned interruption (e.g. maintenance works), MTH shall notify the Expert at least five (5) calendar days in advance, unless the nature of the interruption makes this impossible. MTH shall endeavour to schedule interruptions in a manner that minimises inconvenience to End Users.

4.3 MTH shall take all appropriate technical and organisational measures to safeguard both the proper functioning and the security of the Platform. Should a security risk nonetheless arise, MTH shall promptly inform the Expert of any additional measures required.

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

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

4.6 MTH shall ensure the correct 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.

5. Obligations of the Expert

5.1 The Expert undertakes to pay all fees as set out in 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 via 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 the applicable professional rules and codes of conduct where the Expert practises a regulated profession;
  • is in accordance with the EU AI Act (Regulation (EU) 2024/1689) and the transparency obligations provided therein.

5.3 The Expert shall comply with all legal obligations applicable to it as a result of the use of the Services and the offering of the AI Coach, including the obligations arising from the EU AI Act in its capacity as deployer of an AI system.

5.4 The Expert is responsible for correctly 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.

5.5 The Expert shall not perform any acts that jeopardise the proper functioning of the Platform or that may harm 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.

6. Fees and Payment

6.1 The revenue model of the AI Coach is based on a commission structure. End Users pay directly via the Platform for the use of the AI Coach. Revenue is distributed between MTH and the Expert on the basis of the chosen module as set out in the Order Form.

6.2 Payment processing takes place via Stripe Connect. The Expert receives the payments from End Users and remits MTH's share in accordance with the Stripe Connect terms and the agreed amount linked to the chosen module, after deduction of transaction costs.

6.3 MTH shall provide the Expert with a monthly overview of the revenue generated, the number of paying End Users and the calculation of the commission percentage.

6.4 In addition to the chosen module, the Order Form may provide for a fixed Fee for additional services (e.g. premium support, custom integrations, training). This Fee may be annual, monthly or one-off. This shall be specified in the Order Form.

6.5 All Fees under this Agreement are exclusive of VAT and other taxes.

6.6 Unless expressly agreed otherwise, any discounts shall apply only to the initial period.

6.7 On 1 January of each year, the fixed Fees (not the commission structure) shall be automatically indexed on the basis of the following formula: P1 = P0 × (0.2 + 0.8 × I1/I0), where P1 = the new price, P0 = the initial price, I1 = the Belgian Agoria wage index (national average) of the calendar month preceding the price indexation, I0 = the Belgian Agoria wage index (national average) of the calendar month in which this Agreement was signed.

6.8 All invoices are payable within thirty (30) days from the date of the invoice. Invoices shall be sent to the Expert electronically.

6.9 Any dispute regarding an invoice must be submitted in writing to MTH no later than thirty (30) calendar days after receipt of the invoice.

6.10 In the event of non-payment, incomplete or late payment, the Expert shall, as of right and following a payment reminder, owe interest on the amount concerned at a rate equal to the statutory interest rate for late payment in commercial transactions in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

6.11 In the event of non-payment, incomplete or late payment, the Expert shall also owe, as of right and without prior notice of default, a fixed compensation of 10% of the amount concerned, with a minimum of EUR 25.00 per invoice, without prejudice to MTH's right to claim higher damages.

6.12 If the Expert does not respond to MTH's payment reminder, MTH may transfer the unpaid or partially paid invoice to a collection agency or other third party. All (extra)judicial costs arising therefrom shall be entirely borne by the Expert.

6.13 If the Expert does not pay the unpaid or partially paid invoice in full within seven (7) calendar days after MTH's payment reminder, MTH shall have the right to suspend or terminate this Agreement unilaterally, without (prior) intervention of a court and without compensation, as of right. Upon suspension or termination, the AI Coach shall be deactivated immediately.

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 shall in no event be 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, on condition 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 materials 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 such 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 otherwise reproduce the Platform or the AI Models.

7.6 The Expert undertakes that the Content and its actions shall in no way constitute an infringement of the intellectual property rights of any third party. MTH shall in any event not be liable for any infringement of the intellectual property rights of a third party by the Expert or via the AI Coach. In such event, the Expert shall indemnify MTH against any damages 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 the provider of the AI system and the Expert acts as the deployer.

8.2 MTH, as provider, bears responsibility for:

  • the technical conformity of the AI system with the applicable requirements of the EU AI Act;
  • carrying out 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, in particular where the AI Coach is deployed in high-risk contexts.

8.3 The Expert, as deployer, bears responsibility for:

  • the use of the AI system in accordance with MTH's instructions for use;
  • monitoring the operation of the AI Coach and reporting incidents to MTH.

8.4 If the AI Coach is deployed for an application classified as high-risk under the EU AI Act, additional obligations shall apply which shall be determined in mutual consultation between the Parties in an addendum to this Agreement.

9. Personal Data

9.1 The Parties warrant that the processing of personal data for which they act as controller shall at all times be carried out in accordance with Regulation (EU) 2016/679 (GDPR).

9.2 MTH and the Expert act as joint controllers within the meaning of Article 26 GDPR for the personal data processed via the AI Coach. The arrangement regarding joint controllership is set out in Annex 1 to this Agreement.

9.3 For the processing of personal data for which MTH acts as sole controller (in particular the Platform data and account data), MTH refers to its privacy statement at https://knowledge.movetohappiness.com/nl/privacyverklaring.

9.4 The Expert is responsible for informing End Users about the processing of their personal data via the AI Coach and for obtaining the required consents, in accordance with the arrangement set out in Annex 1.

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 shall 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 already in the public domain or becomes so other than as a result of a breach by a Party; information received from a third party who is lawfully in possession thereof; or information that must be disclosed pursuant to a legal obligation, provided that the disclosing Party gives prior notice to the other Party.

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, as of right and without any prior notice of default, a fixed compensation of EUR 5,000 per breach, without prejudice to the other Party's right to claim higher damages if it can demonstrate that its actual damage is higher.

11. Liability

11.1 MTH shall use its best efforts 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 obligations of means, unless a specific result has been expressly committed to in writing and such result has been sufficiently concretely described.

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

11.3 The Expert shall indemnify MTH against all claims by End Users or third parties arising from the content of the AI Coach, the use of the Content or the Expert's failure to comply with applicable laws and regulations.

11.4 In the event that the Expert suffers damage in connection with or arising from 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 fault or gross negligence on the part of MTH or its agents; (iii) damage notified to MTH by registered letter within two (2) months of the Expert becoming aware of the damage; and (iv) for all incidents of damage occurring in the course of a contract year, limited to 100% of the amount paid by the Expert to MTH or paid out by MTH to the Expert during the relevant contract year.

11.5 MTH shall not be liable, whether contractually, extra-contractually or otherwise, for any form of indirect damage such as loss of profit, business, contracts, revenue, anticipated savings, goodwill, loss of or damage to data, or any indirect losses or damage whatsoever.

12. Term and Termination

12.1 The Agreement shall enter into force on the Start Date for the duration of the fixed initial period specified in the Order Form.

12.2 Upon expiry of the fixed initial period, the Agreement shall be renewed for periods of one (1) contract year. After the initial period, either Party may terminate the Agreement annually in writing, 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) shall 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 failure is not remedied within one (1) month of a written notice sent by registered letter, unless the other Party is declared bankrupt. In such event, the Agreement may be terminated immediately and without notice of default by registered letter.

12.5 Upon termination of the Agreement, for whatever reason:

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

13. Governing Law and Jurisdiction

13.1 This Agreement shall be governed exclusively by Belgian law.

13.2 In the event of a dispute concerning the application of one or more provisions of this Agreement and/or the 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-speaking courts of Antwerp shall have exclusive jurisdiction to hear disputes arising from this Agreement.

14. Final Provisions

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

14.2 This Agreement constitutes the entire agreement between the Parties with regard to its subject matter and supersedes all prior or existing agreements. This Agreement may only be amended in writing after joint signature.

14.4 The nullity or invalidity of any provision shall not affect the operation and validity of the remaining provisions. The Parties shall in such case endeavour to replace or amend the provision concerned.

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

Annexes

Annex 1 – Joint Controllership Arrangement (Art. 26 GDPR)

Annex 2 – AI Transparency Statement