Legal / Service Agreement
Draft — not yet reviewed by a lawyer
This is a template, not a signed contract. It shows exactly what every DSNS client signs at intake, with the client-specific fields (name, address, the filled-in Annex A) left as placeholders. It has not yet been reviewed by a lawyer. The version you actually sign is filled in and confirmed with you during the intake call — nothing here is binding on its own.
Between DSNS, sole proprietorship of Seth Desaunois, registered in the Netherlands under Chamber of Commerce number 97704172, reachable at info@dsns.ai — and [the Client], filled in at intake. Together: the parties. The agreement starts on the date both sides confirm it.
DSNS builds and runs software agents that carry out work inside the Client's business — reading and answering customer mail, watching stock, preparing reports, and whatever else is named in Annex A. Annex A is the only place where the scope lives: which departments are covered, what each one is allowed to do, and what it costs.
Annex A can be extended during the term. An extension is agreed in writing — an email confirming the department, the build fee and the new monthly amount is enough — and takes effect once the Client confirms.
The agents run on a server rented for the Client alone. No other business runs on that machine.
The Client holds the accounts that the agents use: the model provider, the connection service, the shop, the mailbox. The Client pays those providers directly, at their own rates, with no mark-up from DSNS. DSNS never resells usage.
DSNS receives the access it needs to install, run and maintain the agents, and nothing beyond that. Access is granted through the Client's own logins — never a shared password.
Personal data is covered separately in the Data Processing Agreement, Annex B, which forms part of this agreement — read it here.
The build fee is a one-off amount per department, stated in Annex A, invoiced when this agreement is signed and payable before the build starts. It covers the setup: the server, the connections, the business profile, the learning run over the Client's own history, the test rounds, and handing the result over in working order.
The monthly fee is stated in Annex A and is invoiced monthly in advance. It starts on the day the first department goes live.
Invoices are payable within 14 days. Amounts are exclusive of VAT.
If an invoice is not paid. After the due date DSNS sends one reminder with a further 14 days. If payment has still not arrived after that, DSNS may suspend the work — the agents stop, the Client's own systems keep running untouched — and may end this agreement in writing. Suspension does not cancel what is owed. Statutory commercial interest and collection costs apply from the day after the reminder period ends. Nothing under clauses 6 or 7 is withheld: the export, the handover and the Client's own data stay theirs regardless of any dispute over payment.
The agents get better because DSNS keeps working on them. Concretely, every month:
What it is not: a guarantee of a particular outcome, sales figure or response time. DSNS commits to the work, not to the result.
Every agent starts under supervision. It writes drafts; the Client approves, edits or rejects them. Nothing is sent, changed or ordered in the Client's name during this phase.
Per category of work, the system counts how often a draft was approved unchanged. Above a threshold the Client can see and set themselves, that category becomes eligible to run without approval.
Eligible is not on. Switching a category to unattended is a separate, deliberate act by the Client, per category. DSNS never makes that change on the Client's behalf, and the Client can undo it at any moment. Cases the agent is unsure about, and categories named as never-unattended, stay with a person regardless of the counter.
There is no minimum term. Either party can end this agreement with one month's notice, in writing, taking effect at the end of a calendar month.
Prepaid build fees are not refunded — the setup work has been done. Monthly fees already paid for the notice month are not refunded either; the service runs until the end of it.
When the agreement ends, DSNS:
The server and the provider accounts are the Client's own. They keep running, or the Client shuts them down — either way that call is theirs.
The Client's, always: their data, their business profile, their message history, the approved examples and corrections built up over time, the reports and outputs the agents produce. This is theirs during the agreement and after it, and it is exportable at any moment without asking.
DSNS', licensed — and the licence is the Client's to keep. The runtime, the agent instructions, the skills, the safety gate and everything else that makes the engine work remain DSNS' intellectual property. The Client gets a non-exclusive, perpetual licence to use these for their own business. That licence survives the end of this agreement: the Client paid for the build, so what stands on their server keeps standing and stays theirs to run, whether the agreement ends or DSNS itself ceases to exist. What ends with the agreement is the work — maintenance, updates, improvements and support stop. The Client does not resell, sublicense or rebuild the engine for third parties.
The perpetual licence takes effect on payment of the build fee. Nothing in this clause limits DSNS from using its general knowledge, methods and non-client-specific improvements for other clients.
Each party keeps the other's non-public information to itself, during the agreement and for three years after. DSNS does not name the Client as a reference without written permission.
Client data is never pooled with another client's, never averaged across clients, and never used to train a model. Each business has its own machine and its own configuration file.
DSNS is liable for direct damage caused by its own failure to perform, capped per event at the greater of (a) the total amount invoiced to the Client in the three months before the event, and (b) three times the standard monthly fee stated in Annex A. The yearly cap follows the same rule: the greater of the total invoiced in that year and twelve times the standard monthly fee stated in Annex A.
DSNS is not liable for indirect or consequential loss — lost revenue, lost customers, lost goodwill. Nor for outages, changes or errors at third parties the Client contracts with directly: the model provider, the connection service, the shop platform, the mail provider, the hosting company.
These caps do not apply to damage caused by intent or deliberate recklessness.
The Client remains responsible for what goes out under their own name. During the supervised phase they approve each message; after they switch a category to unattended, that switch is theirs, made knowingly and undoable at any time (clause 5). DSNS' liability under this clause covers the engine doing what the Client's own settings and approvals tell it to do — not the Client's own business decision to let a category run without a person reading it first.
Material the Client supplies. The Client is responsible for what it hands over for an agent to use or draw on — product descriptions, images, brand assets, past correspondence, anything else. The Client confirms it holds the rights needed to use that material for this purpose, and holds DSNS harmless against a third-party claim that arises from material the Client supplied infringing those rights. This does not extend to material DSNS itself introduces — the runtime, the skills, the agent's own generated text.
Dutch law applies. Disputes go to the competent court in the district of Noord-Holland, after the parties have tried in good faith to settle it between themselves first.
| DSNS | The Client |
|---|---|
| Name: Seth Desaunois | Name: [filled in at intake] |
| Date: | Date: |
| Signature: | Signature: |
Not a price list — this is what a filled-in Annex A looks like at a common starting volume, so you can see the shape of it before intake.
| Department | What it covers | Build fee | Monthly |
|---|---|---|---|
| Customer service | The mailbox named at intake. Every unread customer message is read, sorted into a category, and answered with a draft placed in that mailbox, in the brand's own voice and the customer's language. The Client reads, edits where they want to, and sends. Anything the agent should not settle on its own is labelled and left for a person, with the whole thread attached. | [per Annex A] | [per Annex A] |
What the agent may do, by name. Create a draft. Add a label. That is the whole list. It never sends, never deletes, never moves a message to trash, never issues a refund and never changes an order — those are not restrictions in a setting, they are absent from the code.
Named as never-unattended: complaints · refund and money questions · anything touching health · legal or liability claims · press. These always go to a person, whatever the counter says.
Running costs the Client pays directly, at the provider's own rates and with no mark-up from DSNS: the server, and model usage on the Client's own key. Both scale with volume and are invoiced by those providers, not by DSNS.