Standard Terms & Conditions

1. Invoices & Payment

• 1.1 Invoice Issuance: Provider (Valenta) will invoice Client quarterly in advance, on the first day of each quarter, for all recurring managed services, unless otherwise stated in the applicable Quote or Statement of Work. Managed Service Fee commences upon user acceptance sign-off of the first process by the Client.
• 1.2 Payment Due Date: Payments are due within ten (10) days of the invoice date.
• 1.3 Accepted Payment Methods: Provider accepts payment by direct debit, ACH debit (United States), Pre-Authorised Debit (Canada), credit or debit card, or such other methods as may be agreed in writing between the parties.
• 1.4 One-Time Setup Fees: One-time setup fees are based on Valenta’s estimate of the cumulative effort required to configure, train, and test the Digital Assistant for each process in scope, as captured during the Client’s process walkthrough recording.

  At the commencement of the project, Valenta will prepare a detailed Process Design Document (PDD) documenting all steps and business logic required to complete the process. The Client’s team will review, validate, and sign off the PDD.

  The estimated timeline and associated costs may be updated following the PDD sign-off stage where the effort required differs from the original estimate. All one-time implementation setup fees will be invoiced weekly in advance for the actual duration of the implementation.

• 1.5 Late Payments: Overdue amounts will accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Sustained non-payment may result in service suspension in accordance with Section 5.
• 1.6 Change Controls: All changes to the scope of the signed baseline PDD will be documented in a Valenta Change Control Document, which must be approved in writing by the Client’s authorised representative before any change is executed. A change control fee of USD 300 per day will only apply where the cumulative effort required to implement all approved change control requests exceeds 16 hours (2 days) of work.

2. Fee Adjustments

• 2.1 Annual Increase:Provider may adjust fees annually with sixty (60) days’ prior written notice. For contracts governed by the United States addendum, adjustments are capped at 4.2% or the United States Consumer Price Index increase for the prior twelve months, whichever is greater. For contracts governed by the Canada addendum, the cap references the Statistics Canada Consumer Price Index. For contracts governed by the Caribbean addendum, the cap references the Trinidad & Tobago Central Statistical Office Consumer Price Index. In all cases, the 4.2% cap applies as a minimum floor.
• 2.2 Acceptance: Continued use of the services following the notice period constitutes acceptance of the revised fees.

3. Taxes & Withholding

All charges are exclusive of applicable taxes, including sales tax, use tax, value added tax (VAT), goods and services tax (GST), harmonised sales tax (HST), and withholding tax. The Client is responsible for all such taxes unless a valid exemption certificate has been provided to Valenta in writing. Specific tax obligations applicable to each region are set out in the Regional Addenda.

4. Billing Disputes & Credits

• 4.1 Dispute Window: The Client must raise any dispute in respect of an invoice in writing, with supporting documentation, within ten (10) days of receipt of the invoice.
• 4.2 Undisputed Amounts: Undisputed portions of any invoice remain due and payable on the original payment due date regardless of any ongoing dispute.
• 4.3 Dispute Resolution: Resolution of disputes shall be governed by and construed in accordance with the laws of the jurisdiction specified in the applicable Regional Addendum, and the courts of that jurisdiction shall have exclusive jurisdiction over such disputes.

5. Service Suspension & Collections

• 5.1 Suspension Notice: Provider will issue a written suspension notice where payment remains outstanding beyond the due date. Provider shall not issue a suspension notice until payment is at least ten (10) days overdue. If the outstanding amount is not paid within ten (10) days of the suspension notice, Provider may suspend the services until the balance is settled in full.
• 5.2 Collections: Provider reserves the right to recover delinquent amounts through any lawful means, including the engagement of third-party collection agencies and the pursuit of legal remedies. The Client shall be liable for all reasonable costs of collection, including attorney’s fees where permitted by law. Provider may also offset amounts owed against any funds held on the Client’s behalf.

6. Contract Term

6.1 Initial Term and Renewal: The initial term of this Agreement is sixty (60) months from the commencement date. The Agreement will automatically renew for up to two (2) consecutive sixty (60)-month terms unless either party provides written notice of non-renewal no less than ninety (90) days before the end of the then-current term.

7. Termination

• 7.1 Upon termination of this Agreement, all fees earned or due up to and including the termination date are immediately payable.
• 7.2 Provider is not obligated to issue refunds for prepaid services following termination.
• 7.3 Either party may terminate this Agreement at any time after twenty-four (24) months from the commencement date by providing the other party with not less than one hundred and twenty (120) days’ prior written notice.
• 7.4 Either party may terminate this Agreement with immediate effect upon written notice in the event of a material breach that remains unremedied for thirty (30) days following written notice of the breach, insolvency or winding-up of the other party, or a force majeure event that continues for more than sixty (60) consecutive days.

8. Authorisation & Chargebacks

• 8.1 The Client authorises Provider to apply recurring charges to the payment method nominated by the Client in accordance with the agreed billing schedule.
• 8.2 In the event of a chargeback initiated by the Client or its payment provider, Provider reserves the right to offset the charged-back amount against any prepayments or deposits held on the Client’s behalf. The Client agrees to cooperate in resolving any chargeback in good faith.

9. Amendments & Notices

• 9.1 Provider reserves the right to amend these Terms at any time. Amendments will be notified to the Client via email, invoice, or the client portal and will take effect thirty (30) days after such notification.
• 9.2 Continued use of the services following the notice period constitutes the Client’s acceptance of the amended Terms.
• 9.3 The Client agrees to pay all applicable taxes arising from the provision and receipt of services and shall not withhold or deduct any such amounts from invoiced payments without prior written consent from Provider.
• 9.4 Where required by applicable law, Provider will include relevant taxes on invoices issued to the Client.

10. Client Responsibilities

• 10.1 Go-Live Acceptance Criteria: The Client will accept each automated process as ready for live operation upon Valenta demonstrating any of the following success criteria, measured over five (5) consecutive business days on a representative transaction sample agreed in advance:
  • The Digital Assistant successfully processes between 80% and 95% of all transactions under business logic without human intervention.
  • The Digital Assistant processes transactions at least twice as fast as the Client’s team currently processes them manually.
  • Manual processing time by the subject matter expert is reduced by at least 80%.
  • The Digital Assistant correctly identifies and routes all exceptions and outstanding items requiring human intervention.
• 10.2 Client Engagement During Implementation: The Client’s designated subject matter expert will attend daily thirty-minute project meetings throughout the implementation period and will respond to all requests from the Valenta project team within twenty-four (24) hours.
• 10.3 Human-in-the-Loop: The Digital Assistant is designed to process between 80% and 95% of transactions autonomously. The Client must allocate an internal resource with knowledge of each automated process to act as a human-in-the-loop to handle any transaction exceptions that the Digital Assistant cannot process after go-live.

11. Intellectual Property

• 11.1 Ownership:All intellectual property rights in any software, tools, methodologies, templates, frameworks, documentation, processes, or other materials created, used, or provided by Valenta in connection with the services (“Valenta IP”) remain the sole and exclusive property of Valenta, whether pre-existing or developed during the engagement.
• 11.2 No Transfer of Rights: The Client does not acquire any ownership rights or interests in any Valenta IP under this Agreement. Any use of Valenta IP by the Client is limited strictly to the scope and duration of the services and only to the extent necessary to receive the benefit of those services.
• 11.3 Licence to Use: Valenta may, at its sole discretion, grant the Client a non-exclusive, non-transferable, revocable licence to use certain elements of Valenta IP as necessary for the Client to make use of the services. This licence terminates automatically upon expiry or termination of the Agreement.
• 11.4 Client Materials: The Client retains ownership of all materials, data, and content it provides to Valenta. Valenta does not acquire any rights in such Client-provided materials except a limited licence to use them solely to perform the services.

12. Limitation of Liability

Each party’s aggregate liability to the other under this Agreement is limited to the total value of services invoiced by Provider over the twelve (12) months immediately preceding the event giving rise to the claim. Neither party will be liable to the other for any indirect, consequential, incidental, special, or punitive damages, regardless of the form of action or the basis of the claim.

13. Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party from and against any claims, losses, liabilities, and damages arising from:

• A material breach of this Agreement by the Indemnifying Party;
• Violation of applicable data protection laws by the Indemnifying Party; or
• Infringement of a third party’s intellectual property rights caused by the Indemnifying Party’s materials.

For the avoidance of doubt, Valenta shall indemnify the Client against third-party claims arising from any infringement by Valenta IP. The Client’s IP indemnity obligation applies solely to Client-provided materials.

14. Data Protection

Each party will comply with all applicable data protection and privacy laws in the jurisdictions in which it operates and will ensure the secure handling, processing, and storage of any personal data processed under this Agreement. Specific data protection obligations applicable to each region are set out in the Regional Addenda.

15. Non-Solicitation

The Client shall not directly solicit or knowingly hire any named Valenta employee who was directly involved in delivering the services during the engagement and for twelve (12) months following the termination or expiry of this Agreement. This restriction does not apply to responses to general public recruitment advertising.

16. Leave & Holidays (Staff Augmentation Services)

Valenta personnel will observe annual leave, sick leave, and public holidays in accordance with the applicable entitlements for the region from which services are delivered. These entitlements apply to Valenta-employed personnel and do not create any employment rights for the Client.

For delivery regions not listed above, leave entitlements shall be as required by applicable local law.

17. Copyrights & Trademarks

All content produced by Valenta in connection with the services, including software, documentation, graphics, and compilations, is the property of Valenta or its licensors and is protected by applicable copyright, trademark, and intellectual property laws.

Valenta’s trademarks, trade names, and logos may not be used in connection with any product or service not offered by Valenta, or in any manner likely to cause confusion or that disparages Valenta.

18. Electronic Communications & Signatures

The parties consent to electronic communications and agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing. The parties agree to the use of electronic signatures, contracts, orders, and records and waive any requirement for original signatures or physical delivery of documents to the extent permitted by applicable law.

19. General

• 19.1 Each party is solely responsible for all taxes, levies, and duties imposed on it by the relevant authorities in connection with this Agreement.
• 19.2 Neither party may pay, offer, or receive any bribe or improper payment to or from any person in connection with this Agreement. Both parties will comply with all applicable anti-bribery and anti-corruption laws.
• 19.3 Neither party will be liable for any delay or failure in performance resulting from causes genuinely beyond its reasonable control (“Force Majeure”), including natural disasters, war, government action, or widespread infrastructure failure. The affected party must notify the other in writing promptly upon the occurrence and cessation of the Force Majeure event. Where a Force Majeure event continues for more than sixty (60) days, either party may terminate the Agreement on written notice.
• 19.4 The agreed language for all written and oral communications under this Agreement is English.
• 19.5 The Client must make all payments to Provider free of any set-off, withholding, or deduction, except as required by applicable law.