Valenta Terms & Conditions

1. Agreement Scope

These Terms apply to all quotes, orders, and invoices issued by Valenta (“Provider”) to the Client (“Client”) unless otherwise agreed in writing. These terms govern invoicing, payment, fees, billing disputes, and related policies.

In the event of any inconsistency between these Terms and any separate master service agreement or statement of work, the latter shall prevail only to the extent of such inconsistency.

Where Services are provided in or to specific jurisdictions, the applicable Regional Addenda in Section 18 shall apply and, where inconsistent with the Overarching Terms, shall prevail.

2. Invoices & Payment

• 2.1. Issuance: Provider will invoice Client monthly in advance, unless otherwise stated in the Quote.
• 2.2. Due Date: Payments are due within 5 days of the invoice date.
• 2.3. Methods Accepted: Direct Debit / ACH debit / credit/debit card, or other agreed-upon methods.
• 2.4. Setup Fees: One-time setup fees, if applicable, will be included with the first invoice.
• 2.5. Late Payments: Overdue payments will incur interest at 1.5% per month (or the maximum rate allowed by law) and may result in service suspension until payment is made.

3. Fee Adjustments

• 3.1 Annual Increase: Provider may adjust fees annually, with 60 days’ written notice. Adjustments are capped at 4.2% or the Consumer Price Index increase—whichever is greater.
• 3.2. Ongoing Use of Services: Continued use of services after notice implies acceptance of the new fees.

4. Taxes & Withholding

All charges exclude applicable taxes (sales, use, VAT, withholding). Client is responsible for all such taxes unless a valid exemption certificate is provided.

5. Disputes & Credits

• 5.1. Dispute Window: Client must dispute any invoice within 3 days of receipt. Disputes should be submitted in writing with supporting documentation.
• 5.2. Undisputed Amounts: Undisputed portions remain due on the original payment due date.

5.3 Resolution of any disputes shall be governed by and construed in accordance with the laws of the country in which the agreement is made per the regional addenda and those courts shall have exclusive jurisdiction.

6. Service Suspension & Collection

• 6.1. Suspension Notice: Provider will issue a notice before suspending services for non-payment. If payment is not made within 10 days, services may be suspended.
• 6.2. Collections Rights: Provider may offset disputed amounts and collect delinquent payments through liens, reserves, or third-party collection, including legal fees.

7. Termination

• 7.1. On agreement termination, all fees earned or due through termination are immediately payable.
• 7.2. Provider is not obligated to issue refunds for prepaid services.
• 7.3. Either party may terminate the agreement with 30 days’ written notice.
• 7.4. Material breach, insolvency, or force majeure may warrant earlier termination.

8. Authorization & Chargebacks

• 8.1. Client authorizes recurring charges to their chosen payment method.
• 8.2. In case of chargebacks, Provider may offset or debit held funds.

9. Amendment & Notice

• 9.1. Provider reserves the right to amend these terms at any time. Changes take effect 30 days after notification via email, invoice, or the client portal.
• 9.2. Continued use after notice constitutes acceptance of the revised terms.
• 9.3. Provider reserves the right to utilize third-party collection agencies and pursue legal remedies for delinquent accounts, including recovery of attorney’s fees. In the event of any unpaid invoices, Provider may suspend or restrict services until the outstanding balance is paid in full.
• 9.4. Client agrees to pay all applicable taxes related to the provision and receipt of services, and shall not withhold or deduct any such amounts from invoiced payments without prior written consent from Provider.
• 9.5. If required by applicable law, Provider shall include relevant sales, service, or use taxes on invoices.

10. Copyrights and Trademarks

All content included on the invoices and our website (such as text, graphics, logos, button icons, images, audio clips, photographs, illustrations, digital downloads, data compilations and software, and the compilation including the collection, selection, assembly, and arrangement of such materials) is our property or our licensors or content suppliers and protected by copyright, trademark, and other applicable laws in the United States and other jurisdictions.

Valenta and other related marks or logos are our registered trademarks. This is not intended to be a complete list of all of our trademarks, and we own or control the proprietary rights in trademarks not listed here and in one or more countries outside the United States, United Kingdom, and Australia. The domain names of our websites are our property. All of our trademarks, copyrights, trade dress, and intellectual property used on the invoice and our websites may not be used in connection with any product or service that is not offered for sale or otherwise provided by us or by our Franchisees, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or defames us. All other trademarks, service marks, logos, designs, and trade dress, not owned by us that appear on the invoices and our websites are the property of their respective owners who may or may not be affiliated with, connected to, or sponsored by us.

You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any applicable laws and for any direct, indirect, or contributory infringements of third-party rights caused by you.

11. Limitation of Liability

Each Party’s liability is limited to the total value of services invoiced over the prior 12 months. Indirect, consequential, or special damages are excluded.

12. Indemnification

Each party agrees to indemnify the other against claims, losses, and damages arising from:

• 12.1 Breach of contract
• 12.2. Data protection violations
• 12.3. IP infringement

13. Data Protection

Each Party will comply with applicable Data Protection Laws and ensure secure handling, processing, and storage of Personal Data.

14. Intellectual Property (IP)

• 14.1. Ownership of IP:All intellectual property rights, including but not limited to those 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”) shall remain the sole and exclusive property of Valenta, whether pre-existing or developed during the course of the engagement.
• 14.2. No Transfer of Rights: The Client shall not acquire any ownership rights or interests in any Valenta IP under this Agreement. Use of any Valenta IP by the Client shall be limited strictly to the scope and duration of the Services provided and only as necessary for receiving the benefit of those Services.
• 14.3. License to Use: Valenta may, at its sole discretion, grant the Client a non-exclusive, non-transferable, revocable license to use certain elements of Valenta IP as required for the Client to make use of the Services. This license shall automatically terminate upon expiry or termination of the Agreement.
• 14.4. Client Materials: The Client retains ownership of any materials, data, or content it provides to Valenta in connection with the Services. Valenta shall not acquire any rights in such Client-provided materials except for a limited license to use them solely to perform the Services.

15. Non-Solicitation

The Client shall not solicit or hire Valenta employees, internal or external stakeholders directly or indirectly during the engagement and for 24 months post-termination.

16. Leave & Holidays (For all Staff Augmentation services)

• 16.1 Valenta personnel will observe annual, sick, and public holidays as per the region of service delivery.
• 16.2 These entitlements apply to Valenta-employed personnel; they do not create employment rights for the Client.

17. Electronic Communications, Transactions, and Signatures

Visiting our website, sending us e-mails, and completing on-line forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via e-mail, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature, delivery, or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.