Terms of Service

Scope and parties

1.1 These Terms of Service ("Terms") govern the use of the eokit platform, its AI agents, workflows, integrations and related services (the "Platform" or "Services"). The Services are provided by aigentcy S.A., 12, rue de Flaxweiler, L-6776 Grevenmacher, Luxembourg, registered with the Luxembourg Trade and Companies Register under number B205054 ("eokit", "we", "us").

1.2 These Terms apply exclusively. Any general terms and conditions of the Customer do not apply, even if we do not expressly object to them or perform services in knowledge of them.

1.3 Where the Customer and eokit conclude an individual agreement, such as an order form, offer, managed service agreement, service level agreement or on-premise license agreement (each an "Individual Agreement"), the Individual Agreement takes precedence over these Terms where they conflict. These Terms apply in addition to it.

Business customers only

2.1 The Services are offered exclusively to businesses, meaning natural or legal persons acting in the exercise of their trade, business, craft or profession ("Customer"). Contracts with consumers are excluded.

2.2 By registering, the person registering confirms that they are acting on behalf of a business and are authorised to bind that business to these Terms.

Contract formation and account

3.1 The presentation of the Services and prices on our website is not a binding offer. A contract is concluded either when the Customer completes the self-service registration and we provide the workspace, or when the Customer signs or accepts an Individual Agreement.

3.2 The Customer is responsible for all activity under its workspace. The Customer must keep login credentials confidential, ensure that only authorised users ("Users") access the Platform, and notify us without undue delay at privacy@aigentcy.lu if it suspects unauthorised access.

3.3 The Customer is responsible for ensuring that its Users comply with these Terms.

Free trial

4.1 We may offer a self-service trial of 7 days with a limited token budget. The trial ends automatically when the trial period expires or the token budget is used up, whichever occurs first, unless the Customer switches to a paid plan.

4.2 During the trial, the Services are provided without any availability commitment. Sections 12 (Availability) and 16 (Warranty) do not apply. Our liability during the trial is limited to intent and gross negligence, except in the cases set out in Section 17.3.

4.3 Content created during the trial is deleted 30 days after the trial ends unless the Customer switches to a paid plan.

Description of the Services

5.1 eokit is an AI automation and collaboration workspace. Customers can create and run AI agents and workflows, chat with agents and with other users in their workspace, connect external services such as Microsoft 365, SharePoint, email and Google Workspace, and process their content using AI models. Chat is available only between Users of the same workspace.

5.2 The AI models used by the Platform are hosted in Germany or Luxembourg by our infrastructure partners. External AI models are used only if the Customer allows them. The scope of the Services is set out in the plan description at the time of contract conclusion or in the Individual Agreement.

5.3 We continuously develop the Platform. We may change, add or remove features provided that the core functionality of the booked plan is not materially impaired. We will inform the Customer in good time of any material change.

5.4 Managed services, implementation work and on-premise installations are provided only on the basis of an Individual Agreement.

5.5 To answer requests faster and more precisely, eokit indexes content from connected services. This includes creating embeddings, which are machine-readable representations of the content. The index respects the access permissions of the source system: each User can only find content through eokit that they can access in the connected service. Changes and deletions in the connected service are reflected in the index continuously, typically within 24 hours.

5.6 Each User has a virtual desktop in an isolated environment (sandbox). AI agents can use it to carry out tasks on the User's behalf, for example working with files, using applications and accessing websites on the internet.

Usage, credits and fair use

6.1 Each paid plan includes a usage budget (tokens or credits) per billing period, as described in the plan. Unused included budget expires at the end of the billing period and is not carried over.

6.2 The Customer may purchase additional credit packages. Purchased credits are valid for 12 months from purchase. The expiry date is shown before purchase and in the workspace, and we notify the Customer at least 30 days before purchased credits expire. Credits included in a plan are used before purchased credits, and purchased credits are used in order of expiry.

6.3 Credits are an internal accounting unit. They have no cash value and are not refunded or paid out. As an exception, we refund the paid amount for valid, unused purchased credits pro rata if we terminate the contract without cause, if we permanently discontinue the Platform, or if the Customer terminates the contract for cause due to our fault.

6.4 If the usage budget is used up, workflows and agents may pause until additional credits are purchased or the next billing period begins.

6.5 We may apply reasonable fair-use limits to protect the stability of the Platform for all customers, for example limits on concurrent runs or requests per minute.

Third-party services and integrations

7.1 Connected services such as Microsoft 365, SharePoint and Google Workspace are operated by their respective providers under their own terms and responsibility. The Customer is responsible for having a valid license for these services and for complying with their terms.

7.2 We are not responsible for the availability, functionality or security of third-party services, or for changes to their interfaces. If a third-party provider changes or discontinues an interface, we will make reasonable efforts to adapt the integration, but we do not guarantee that a specific integration remains available.

7.3 When the Customer connects a service, it authorises eokit to access that service within the permissions granted. The Customer can revoke this authorisation at any time.

Customer responsibilities for agents and workflows

8.1 The Customer configures its agents and workflows, decides which systems and data they can access and which actions they may perform. The Customer is responsible for these configurations and for the actions that agents and workflows carry out on its behalf, such as creating, changing, moving or deleting files, sending messages or passing data to other systems.

8.2 The Customer should grant agents only the permissions they need and should set up human approval steps for actions with significant consequences, in particular actions that cannot be undone, external communication and financial transactions.

8.3 The Customer is responsible for ensuring that it has the right to process the content it uses with the Platform, including content in connected services, and that this processing complies with applicable law, in particular data protection law.

8.4 The Customer is responsible for regularly backing up its data in its own systems. The Platform is not a backup or archiving system.

8.5 Where the EU AI Act requires it, the Customer, as deployer, is responsible for informing affected persons that they are interacting with an AI system or that content was generated by AI.

8.6 Messages exchanged between Users in the workspace are Customer Content. We do not monitor or moderate these messages. The Customer is responsible for their content and for setting appropriate internal rules for the use of the chat function, including whether and how workspace administrators may access Users' conversations.

8.7 When AI agents access the internet through the virtual desktop, they do so on the Customer's behalf and on its instructions. The Customer is responsible for these actions, in particular for which data agents enter on or transmit to external websites, for compliance with the terms of use of those websites, and for any contracts, orders or declarations made there. Websites the virtual desktop accesses are not our sub-processors. We are not responsible for their content, availability or data processing.

Acceptable use

9.1 The Customer must not use the Platform, and must ensure its Users do not use it:

• to violate applicable law or third-party rights, including intellectual property, privacy and data protection rights;
• for practices prohibited under Article 5 of the EU AI Act, or for high-risk purposes under the EU AI Act without our prior written consent and the required safeguards;
• to operate safety-critical systems or make decisions with legal or similarly significant effects on individuals without appropriate human oversight;
• to create or distribute malware, spam, phishing, or deceptive or illegal content;
• to circumvent security measures, usage limits or access controls, or to test the Platform for vulnerabilities without our prior written consent;
• to overload, disrupt or impair the Platform or the infrastructure of our partners;
• to resell or sublicense the Platform or make it available to third parties without our consent;
• to develop a competing product, or to extract models, prompts or system components;
• to use the virtual desktop to access websites or systems without authorisation, to circumvent access restrictions or CAPTCHAs, or to carry out automated mass access in breach of a website's terms of use;
• to use the virtual desktop to attack, scan or overload third-party systems, or to distribute illegal content.

9.2 If there are concrete indications of a violation, we may suspend access in whole or in part. We will inform the Customer and give it an opportunity to respond, unless immediate action is necessary to prevent damage. We lift the suspension once the violation has been remedied.

AI output

10.1 AI output is generated automatically and can be incomplete, inaccurate, outdated or misleading. Similar inputs can lead to different outputs. We do not warrant that output is correct, complete or fit for a particular purpose.

10.2 The Customer is responsible for reviewing output before using it or relying on it, before making decisions or carrying out actions based on it.

10.3 Output may resemble content generated for other customers. We do not warrant that output is free of third-party rights.

10.4 Content that agents retrieve from websites or other external sources may be inaccurate, or may contain hidden instructions intended to manipulate AI behaviour. We take reasonable measures to limit these risks but cannot exclude them. The Customer should restrict agents' permissions accordingly and use approval steps for critical actions in accordance with Section 8.2.

Customer content and intellectual property

11.1 All content that the Customer uploads, connects or processes with the Platform, including prompts, chat messages, files, workflows, agent configurations and output ("Customer Content"), remains the Customer's property.

11.2 The Customer grants us a non-exclusive, non-transferable right, limited to the term of the contract, to use Customer Content only to the extent necessary to provide the Services.

11.3 We do not use Customer Content to train, fine-tune or improve AI models, and our AI infrastructure partners are contractually prohibited from doing so.

11.4 All rights in the Platform, including software, models, templates, documentation and design, remain with us or our licensors. The Customer receives a non-exclusive, non-transferable right, limited to the term of the contract, to use the Platform for its own business purposes in accordance with these Terms.

11.5 If the Customer provides feedback or suggestions, we may use them freely to improve the Services, without any obligation to the Customer.

Availability

12.1 We provide the cloud Platform with an average availability of 99.0 % per calendar year.

12.2 The following do not count as downtime: scheduled maintenance of up to 5 hours per month, if a larger downtime of 1 hour or more is expected announced at least 3 days in advance and carried out where possible outside business hours; urgent security maintenance; disruptions caused by force majeure, by the Customer or by third-party services and integrations; and disruptions of the Customer's own systems or internet connection.

12.3 The availability commitment does not cover third-party services or on-premise installations. Different service levels for managed services and enterprise customers are governed by the respective Individual Agreement or service level agreement.

Fees and payment

13.1 Fees are set out in the price list at the time of contract conclusion or in the Individual Agreement. All prices are in euros and exclusive of VAT.

13.2 Seat-based license fees are payable in advance for the respective billing period. Users added during a billing period are charged pro rata. Additional credit packages are payable at the time of purchase.

13.3 Self-service plans are paid in advance by card or SEPA via our payment provider Mollie. Invoices for payment by bank transfer are payable within 14 days of the invoice date.

13.4 If the Customer is in default, statutory late payment interest applies in accordance with the Luxembourg law of 18 April 2004 on payment terms and late payment interest. If payment is more than 30 days overdue, we may suspend access after prior notice until full payment is made.

13.5 We may change prices with effect from the next renewal of the subscription. We will inform the Customer at least 30 days before the renewal. If the Customer does not agree, it may terminate the subscription with effect from the end of the current billing period.

Account, subscription and termination

14.1 The account is free of charge and runs for an indefinite period. Paid subscriptions are booked in addition to the account.

14.2 Subscriptions run for the selected billing period (monthly or annually) and renew automatically for the same period unless terminated. The Customer can terminate a monthly or annual subscription at any time before the end of the current billing period. Termination takes effect at the end of that billing period, and the subscription does not renew.

14.3 Terminating a subscription does not close the account. After the subscription ends, the account remains in place without paid features ("inactive account"). The Customer can log in, view and export its Customer Content, and book a new subscription at any time. Agents and workflows are paused while the account is inactive.

14.4 The Customer can close its account at any time in the workspace settings or in text form by email. We can close an inactive account for convenience with 30 days' notice.

14.5 Each party's right to terminate for cause remains unaffected. We have cause in particular if the Customer is more than 30 days in default with a material payment, if the Customer materially breaches these Terms and does not remedy the breach within a reasonable period after notice, or if insolvency proceedings are opened over the Customer's assets.

14.6 Fees already paid are not refunded on termination, except where the Customer terminates for cause due to our fault, or as provided in Section 6.3.

Customer data after a subscription or account ends

15.1 When a subscription ends, Customer Content, including files in virtual desktops, remains stored in the inactive account so that the Customer can continue where it left off when it books a new subscription. Access tokens for connected services and the index of their content are deleted when the subscription ends. The index is rebuilt when the Customer reconnects services after booking a new subscription.

15.2 If an account remains inactive for 12 months without a new subscription and without login, we delete the account and all Customer Content. We notify the Customer by email at least 30 days before deletion. The Customer can prevent deletion by logging in or booking a subscription.

15.3 If the account is closed, the Customer can export its Customer Content for 30 days. After this period we delete Customer Content, unless we are legally required to retain it.

Warranty

16.1 We provide the Services with the care customary in the industry. A defect exists if the Platform materially deviates from the agreed functionality. Deviations in AI output (Section 10) and in third-party services (Section 7) are not defects.

16.2 The Customer must report defects in text form without undue delay, with a description that allows us to reproduce them. We remedy defects within a reasonable period, at our choice by correction, update or a reasonable workaround.

16.3 If we fail to remedy a defect within a reasonable period, the Customer may reduce the fees appropriately. If the defect materially impairs the use of the Platform, the Customer may also terminate the contract for cause.

Liability

17.1 We are liable without limitation for damage caused by intent or gross negligence, for injury to life, body or health, for fraud, and where liability cannot be limited under mandatory law.

17.2 In cases of slight negligence, we are liable only for breaches of essential contractual obligations, meaning obligations whose fulfilment makes the proper performance of the contract possible in the first place and on which the Customer may regularly rely. In that case, our liability is limited to the typical damage foreseeable at the time of contract conclusion. In total per contract year, it is limited to the fees paid by the Customer in the 12 months before the damaging event, and in any case to a maximum of 20.000 EUR.

17.3 We are not liable for loss of profit, indirect or consequential damage, or loss of data where the loss would have been avoided by proper backups by the Customer, except in the cases set out in Section 17.1.

17.4 We are not liable for actions that agents or workflows carry out within the configuration and permissions set by the Customer, for decisions the Customer makes based on AI output, or for the content and availability of third-party services, except in the cases set out in Section 17.1.

17.5 The limitations of liability also apply in favour of our employees, representatives and subcontractors.

17.6 Claims for damages against us become time-barred one year after the Customer becomes aware of the damage and of us as the liable party, except in the cases set out in Section 17.1.

17.7 The Customer must notify us in text form without undue delay, and at the latest within 14 days of becoming aware of it, of any damage for which it intends to hold us liable, so that we can investigate the cause and limit further damage. The Customer must also take reasonable measures to prevent or reduce damage. We are not liable for damage, or for an increase in damage, that would have been avoided by timely notification or reasonable mitigation measures.

Indemnification

The Customer indemnifies us against all third-party claims arising from Customer Content, from the Customer's breach of these Terms or applicable law, or from actions carried out by agents and workflows configured by the Customer, including reasonable costs of legal defense. This applies only if the Customer is responsible for the breach. We will inform the Customer of any such claim without undue delay and give it the opportunity to defend itself.

Confidentiality

19.1 Each party treats as confidential all non-public information of the other party that is designated as confidential or is recognizably confidential. It uses such information only for the purposes of the contract and discloses it only to employees, advisers and subcontractors who need it and are bound to confidentiality.

19.2 This obligation does not apply to information that was already known to the receiving party, is or becomes publicly available without breach of this obligation, was lawfully received from a third party, or must be disclosed by law or by order of a court or authority. In the last case, the disclosing party informs the other party in advance where legally permitted.

19.3 The confidentiality obligation continues for 5 years after the end of the contract, and indefinitely for trade secrets.

Data protection

20.1 Where we process personal data on behalf of the Customer, we act as processor within the meaning of Article 28 GDPR. Our data processing agreement, available at eokit.com/dpa, forms part of the contract and applies automatically when the contract is concluded.

20.2 Information about how we process personal data as controller is in our Privacy Policy at eokit.com/privacy.

References

We may name the Customer, including its name and logo, as a reference customer on our website and in marketing materials. The Customer may object to this at any time in text form, in which case we will remove the reference within a reasonable period.

Changes to these Terms

22.1 We may change these Terms for valid reasons, in particular because of changes in law or case law, technical developments, changes to the Services or to the services of our AI infrastructure partners and third-party providers, or to close gaps in the regulations. Changes to the main obligations, in particular the scope of the Services and the fees, are not made under this procedure. Price changes are governed by Section 13.5.

22.2 We will inform the Customer of changes in text form at least 4 weeks before they take effect. The changes are deemed accepted if the Customer does not object in text form before they take effect. We will point out this consequence specifically in the notice.

22.3 If the Customer objects, either party may terminate the contract with effect from the date on which the changes would have taken effect.

Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, such as natural disasters, pandemics, war, terrorism, strikes, official orders, large-scale failures of power or communication networks, or cyberattacks despite appropriate security measures. The affected party informs the other party without undue delay. If the event lasts more than 60 days, either party may terminate the contract.

Final provisions

24.1 These Terms are governed by the laws of the Grand Duchy of Luxembourg, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules.

24.2 The courts of the City of Luxembourg have exclusive jurisdiction for all disputes arising from or in connection with the contract. We may also bring claims at the Customer's registered office.

24.3 The English version of these Terms is the only binding version. Translations are provided for information only.

24.4 Notices and declarations may be given in text form, including by email or through the Platform, unless these Terms provide otherwise.

24.5 The Customer may transfer rights and obligations under the contract to third parties only with our prior consent. We may transfer the contract to an affiliated company, provided we inform the Customer in advance. In that case the Customer may terminate the contract.

24.6 If any provision of these Terms is or becomes invalid, the validity of the remaining provisions is not affected. The parties will replace the invalid provision with a valid provision that comes as close as possible to its economic purpose.

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