Terms of Service

These Terms of Service (“Terms”) govern the use of the Moyai platform provided by Moyai Operations B.V., registered with the Dutch Chamber of Commerce (KvK) under number 96031034, with its registered office at Herengracht 471, 1017BS Amsterdam (“Moyai”). Moyai provides the Service only to businesses, not to consumers.

These Terms apply when an organisation (“Customer”) signs an Order Form that refers to them, or accepts them online when creating an account. The person accepting on Customer’s behalf confirms that they are authorised to bind Customer.

1. Definitions

• “Agreement” means these Terms, any Order Form, and the DPA.
• “Customer Data” means all data that Customer or its Users submit to the Service, including agent traces, spans, logs, prompts, outputs, tool calls and related telemetry.
• “Confidential Information” means all non-public information disclosed by one party to the other that is marked as confidential or should reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information.
• “De-identified Data” and “Detection Improvement” have the meaning given in the DPA.
• “Documentation” means Moyai’s user guides and technical documentation for the Service, as updated from time to time.
• “DPA” means Moyai’s Data Processing Agreement, which forms part of the Agreement and is available at moyai.ai/dpa.
• “Fees” means the fees stated in the Order Form or, for self-serve plans, on Moyai’s pricing page at the time of purchase.
• “Order Form” means an ordering document or online order for the Service, agreed between Moyai and Customer.
• “Outputs” means anomaly detections, alerts, root cause analyses, reports and other results the Service generates for Customer.
• “Service” means Moyai’s AI agent monitoring platform, which analyses observability traces from AI agents to detect and flag issues and provide root cause analysis, together with the Documentation and any related support.
• “Subscription Term” means the period stated in the Order Form, including any renewals.
• “Users” means the individuals Customer authorises to use the Service under its account.

2. The Service

2.1 Access. During the Subscription Term, Moyai grants Customer a non-exclusive, non-transferable right to access and use the Service for its internal business purposes, within the limits in the Order Form (such as trace volume, number of agents or Users).

2.2 Users. Customer is responsible for its Users and their compliance with the Agreement. Each User needs their own login. Customer keeps login credentials confidential and tells Moyai promptly about any unauthorised access.

2.3 Support. Moyai provides support by email or Slack during business hours (CET) on Dutch working days, as further described in the Order Form or Documentation.

2.4 Changes. Moyai continually develops the Service and may change it. Moyai will not materially reduce the core functionality of the Service during a paid Subscription Term.

2.5 Beta features. Moyai may offer features marked as beta, preview or experimental. Customer may choose whether to use them. They are provided “as is”, may change or be withdrawn at any time, and are excluded from any service levels or warranties.

2.6 Integrations. The Service may connect to third-party products, such as observability tools and AI model providers chosen by Customer. Customer’s use of those products is governed by its agreements with their providers. Moyai is not responsible for them.

3. Customer responsibilities and acceptable use

3.1 Customer will use the Service in accordance with the Agreement, the Documentation and applicable law.

3.2 Customer will not, and will not allow anyone to:

1. sell, resell, sublicense or provide the Service to third parties, except as permitted in the Order Form;
2. reverse engineer, decompile or try to extract the source code, models or detection logic of the Service, except where the law allows this despite this restriction;
3. use the Service or Outputs to build a competing product, or to train models that replicate the Service;
4. interfere with or disrupt the Service, bypass its security or usage limits, or run security tests on it without Moyai’s written consent;
5. upload malicious code, or use the Service for anything unlawful, infringing or harmful; or
6. submit special categories of personal data, or data relating to criminal convictions, unless agreed in writing.

3.3 Customer decides which data is sent to the Service. Customer is responsible for configuring its stack and integrations accordingly, including using any redaction features the Service offers.

4. Customer Data and data protection

4.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Moyai a non-exclusive, worldwide licence to use Customer Data to provide, secure and support the Service, and as set out in Clause 4.3 and the DPA.

4.2 Data protection. The DPA governs Moyai’s processing of personal data within Customer Data, and forms part of the Agreement. If these Terms conflict with the DPA on the processing of personal data, the DPA prevails.

4.3 Detection Improvement. Customer agrees that Moyai may create De-identified Data from Customer Data and use it for Detection Improvement, subject to the safeguards and the opt-out in the DPA. Moyai will not disclose Customer Data, or reproduce it in the Service, to any other customer.

4.4 Usage data. Moyai may collect technical and usage data about how the Service is used, such as feature usage, performance and errors, and use it to operate, secure and improve the Service. Moyai will only share it with third parties in aggregated form that does not identify Customer or any individual.

4.5 Customer warranties. Customer confirms that it has all rights, consents and lawful bases needed to submit Customer Data to the Service and to allow Moyai to use it under the Agreement.

4.6 Export and deletion. Customer can export Customer Data during the Subscription Term and for 30 days after it ends. After that, Moyai deletes Customer Data as set out in the DPA.

5. Outputs and AI

5.1 Ownership of Outputs. Customer may use Outputs for its internal business purposes. As between the parties, Customer owns the Outputs to the extent they contain Customer Data. Moyai keeps all rights in the Service, including the models, rules and methods used to generate Outputs.

5.2 Nature of Outputs. The Service uses statistical methods and ML/AI models. Outputs may be incomplete or inaccurate, and the Service may not detect every issue in Customer’s AI agents. Outputs support Customer’s own judgement; they do not replace it. Customer remains responsible for its AI agents, for how they behave, and for decisions or actions it takes based on Outputs.

5.3 AI model providers. Moyai uses third-party AI models to provide parts of the Service, as listed among the sub-processors in the DPA. Moyai will not allow those providers to use Customer Data to train their own models.

6. Fees and payment

6.1 Fees. Customer pays the Fees set out in the Order Form. Unless the Order Form says otherwise, Fees are invoiced monthly in advance and are payable within 30 days of the invoice date, in euros.

6.2 Usage above limits. If Customer’s use exceeds the limits in the Order Form, Moyai may invoice the excess at the rates in the Order Form or, if none are stated, at Moyai’s then-current list prices, after notifying Customer.

6.3 Taxes. Fees exclude VAT and other applicable taxes, which Customer pays in addition. For customers in other EU Member States, the reverse-charge mechanism applies where applicable.

6.4 Late payment. If Customer does not pay on time, Moyai may charge statutory commercial interest (Article 6:119a of the Dutch Civil Code) and, after giving at least 14 days’ written notice, suspend the Service until payment is received.

6.5 Price changes. Moyai may change the Fees for a renewal term by notifying Customer at least 60 days before the renewal date.

6.6 No refunds. Fees are non-refundable, except where the Agreement expressly provides a refund.

7. Intellectual property

7.1 Moyai’s rights. Moyai and its licensors own all intellectual property rights in the Service, the Documentation, and all improvements to them, including those resulting from Detection Improvement. Nothing in the Agreement transfers these rights to Customer.

7.2 Feedback. If Customer gives Moyai suggestions or feedback about the Service, Moyai may use them freely without any obligation to Customer.

7.3 Name and logo. Moyai may name Customer, and show its logo, as a customer on its website and in sales materials. Customer can withdraw this permission at any time by notifying Moyai in writing.

8. Confidentiality

8.1 The receiving party will use the other party’s Confidential Information only to perform or exercise its rights under the Agreement, and will protect it with at least reasonable care. It will share it only with its employees, contractors, advisers and sub-processors who need to know it and are bound by confidentiality obligations at least as protective as these.

8.2 Information is not Confidential Information if the receiving party can show that it was already public or became public through no fault of its own, was already known to it, was received lawfully from a third party without a duty of confidentiality, or was developed independently.

8.3 The receiving party may disclose Confidential Information if required by law or by a court or authority, after notifying the disclosing party where allowed.

8.4 These obligations continue for 5 years after the Agreement ends, and indefinitely for Customer Data and trade secrets.

9. Warranties

9.1 Moyai warrants that, during the Subscription Term, (a) the Service will perform materially as described in the Documentation, and (b) Moyai will not materially reduce the security of the Service.

9.2 If the Service does not meet the warranty in Clause 9.1(a), Customer must notify Moyai with sufficient detail. Moyai will use reasonable efforts to fix the issue. If Moyai cannot do so within 30 days, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees for the remaining Subscription Term. This is Customer’s sole remedy for breach of that warranty.

9.3 Except as expressly stated in the Agreement, and to the extent permitted by law, the Service and Outputs are provided “as is”. Moyai does not warrant that the Service will be uninterrupted or error-free, or that it will detect every issue in Customer’s AI agents.

10. Indemnities

10.1 By Moyai. Moyai will defend Customer against any claim by a third party alleging that Customer’s use of the Service in accordance with the Agreement infringes that third party’s intellectual property rights, and will pay any damages and costs finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, third-party products, combinations with anything not provided by Moyai, or modifications not made by Moyai. If such a claim arises, Moyai may modify the Service, obtain a licence for Customer, or terminate the affected Service and refund prepaid Fees for the remaining Subscription Term.

10.2 By Customer. Customer will defend Moyai against any claim by a third party arising from Customer Data, or from Customer’s breach of Clause 3, and will pay any damages and costs finally awarded or agreed in settlement.

10.3 Procedure. The indemnified party must notify the other promptly of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation. Subject to the cap in Clause 11.4, this Clause 10 states each party’s full liability, and sole remedy, for the claims it covers.

11. Liability

11.1 Cap. Each party’s total liability arising from or in connection with the Agreement is limited to the Fees paid and payable by Customer in the 12 months before the event giving rise to the claim.

11.2 Excluded losses. Neither party is liable for indirect or consequential loss, including lost profits, lost revenue, loss of goodwill, business interruption, or loss or corruption of data (other than the cost of restoring data from Moyai’s backups).

11.3 No limits. Clauses 11.1 and 11.2 do not apply to (a) damage caused by a party’s intent or deliberate recklessness (opzet of bewuste roekeloosheid) or that of its management, (b) Customer’s obligation to pay Fees, or (c) any liability that cannot be limited under applicable law.

11.4 Indemnification cap. Each party’s total liability under Clause 10 is limited to the greater of EUR 200,000 and 3 times the Fees paid and payable by Customer in the 12 months before the event giving rise to the claim. This cap is separate from, and in addition to, the cap in Clause 11.1. Clause 11.2 does not apply to damages, settlement amounts and costs payable to a third party under Clause 10.

11.5 Notice of claims. A party can only claim damages if it notifies the other party in writing within 12 months after becoming aware of the damage.

12. Term, suspension and termination

12.1 Term. The Agreement starts when Customer signs an Order Form or accepts these Terms, and continues until all Subscription Terms have ended. Each Subscription Term renews automatically for the same period, unless either party gives notice of non-renewal at least 30 days before the end of the current term.

12.2 Termination for breach. Either party may terminate the Agreement by written notice if the other party materially breaches it and does not remedy the breach within 30 days of written notice describing it.

12.3 Termination for insolvency. Either party may terminate the Agreement with immediate effect by written notice if the other party is declared bankrupt, is granted a suspension of payments (surseance van betaling), or ceases its business.

12.4 Suspension. Moyai may suspend Customer’s access, fully or partly, if Customer’s use poses a security risk to the Service or others, breaches Clause 3, or if Fees remain unpaid as described in Clause 6.4. Moyai will give prior notice where reasonably possible, limit the suspension to what is necessary, and restore access once the cause is resolved.

12.5 Effect of termination. When the Agreement ends, Customer’s right to use the Service ends, Customer pays any Fees due, and Customer Data is exported and deleted as set out in Clause 4.6 and the DPA. Clauses that by their nature are meant to continue, including Clauses 4.3, 5, 7, 8, 10, 11 and 13, remain in force.

13. General

13.1 Governing law and courts. The Agreement is governed by the laws of the Netherlands. Disputes will be submitted exclusively to the competent court in Amsterdam, the Netherlands.

13.2 Dutch Civil Code. To the extent the Agreement qualifies as a services agreement (overeenkomst van opdracht), Articles 7:404, 7:407(2) and 7:408 of the Dutch Civil Code do not apply.

13.3 Customer terms excluded. Any general terms or purchasing conditions of Customer do not apply, even if referred to in a purchase order or other document.

13.4 Order of precedence. If documents in the Agreement conflict, this order applies: (a) the DPA, for the processing of personal data; (b) the Order Form; (c) these Terms.

13.5 Changes to these Terms. Moyai may update these Terms by notifying Customer at least 30 days in advance. Changes apply from the next renewal of the Subscription Term, unless they are required by law or do not adversely affect Customer, in which case they apply on the date stated in the notice. Changes agreed in a signed Order Form are not affected.

13.6 Assignment. Neither party may transfer the Agreement without the other’s written consent, which will not be unreasonably withheld. Either party may transfer it without consent to a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets.

13.7 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, such as natural disasters, war, government action, or major outages of internet or cloud infrastructure providers. This does not apply to payment obligations.

13.8 Notices. Notices are given in writing, including by email, to the addresses in the Order Form or Customer’s account. Legal notices to Moyai are sent to [email protected].

13.9 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and replaces all prior agreements and understandings about it.

13.10 Severability and waiver. If a provision is invalid or unenforceable, the rest of the Agreement remains in force, and the parties will replace the provision with a valid one that comes as close as possible to its purpose. A failure to enforce a right is not a waiver of it.

13.11 Language. These Terms are drafted in English. If they are translated, the English version prevails.