These terms (the "Terms") apply to all services Valiss delivers to business customers. They are written in plain language and divided into sections that our quotes and agreements refer to. If anything is unclear, write to hello@valiss.co. We reply within one business day.
§ 1 Scope, parties and definitions
1.1 Valiss is operated by Trust Box ApS, CVR 37588822, Lyngbyvej 83 A, 2100 Copenhagen Ø, Denmark ("Valiss", "we" or "us"). The Customer is the company or organisation that orders a service (the "Customer"). We deliver only to businesses and public organisations, not to consumers.
1.2 The Terms apply when the Customer accepts a quote, signs an agreement, orders on our website or otherwise starts using a service. The Customer's own purchasing terms do not apply unless we have accepted them in writing.
1.3 An agreement consists of the following documents. In case of conflict, they apply in this order: (a) the signed agreement text or the accepted quote with annexes, (b) the Product Terms for the product in question, (c) these Terms. The Data Processing Agreement takes precedence over all other documents in matters concerning the processing of personal data.
1.4 Capitalised terms have the following meaning in the Terms, the Product Terms and agreements that refer to them:
- The Service: what we have agreed to deliver, as described in the quote, the agreement and the annexes.
- Audit: an analysis or report with a walkthrough, for example Signal and Target.
- Project: a website, an integration, an automation or a custom-built solution that we develop, set up or configure for the Customer (a "Solution").
- Subscription: a product we operate on an ongoing basis against a monthly payment, including Valiss Manager, Valiss AI Copilot and AI phone.
- The Assistant: the AI assistant that, in a Subscription, talks or writes with the Customer's guests, customers or staff.
- Knowledge: the information, rules and materials the Customer provides, and which the Assistant answers from.
- Setup: the one-off work that makes a Subscription ready for operation.
- Launch: the date on which the Customer approves a Subscription in operation under § 6. The contract term and subscription payments run from Launch.
- Product Terms: the specific terms for a product, for example the Product Terms for Valiss Manager and Valiss AI Copilot.
- The Data Processing Agreement: the agreement under Article 28 of the GDPR that the parties enter into when we process personal data on the Customer's behalf. Our standard agreement is available at valiss.co/dpa.
§ 2 The services
2.1 We deliver three types of services: Audits and advisory (for example Signal, Target, AI potential analyses and programmes), Projects (websites, integrations, automations and custom-built AI solutions) and Subscriptions (Valiss Manager, Valiss AI Copilot, AI phone and other products we operate for the Customer). What a specific Service includes is set out in the quote, the agreement and the annexes.
2.2 Subscriptions are additionally governed by the Product Terms for the product in question. The Product Terms take precedence over the Terms in the matters they govern.
2.3 Unless expressly agreed, a Service does not include write access to the Customer's systems, reservations, payments or other actions that change data in the Customer's systems. Such functions are agreed separately and in writing once the relevant system vendor has confirmed the access.
2.4 Add-ons made available before price and scope have been agreed in writing may be used by the Customer in the form in which they are made available, without payment and without any warranty of function or uptime, until the add-on has been agreed. The Data Processing Agreement applies to the add-on from the moment it is taken into use.
2.5 New, experimental features and early access to new AI tools are delivered as is, without warranties.
§ 3 Quotes and conclusion of the agreement
3.1 A quote is valid for 30 days from the quote date unless the quote states otherwise. The agreement is concluded when the Customer has accepted in writing, by email, by signature or by ordering on our website.
3.2 If the Customer signs an agreement after the quote's validity date, the Customer accepts the quote on the terms stated in the agreement, and the agreement replaces the quote.
3.3 The Customer warrants that the person accepting can bind the Customer, and that the agreement can be entered into with effect for the addresses, departments or group companies the agreement covers.
3.4 Obvious typing, pricing or calculation errors in quotes, invoices or on our website are not binding and may be corrected.
§ 4 Delivery and deadlines
4.1 Delivery times and deadlines in quotes and agreements are targets that we plan by and strive to meet or beat. They are not guarantees unless a deadline has been expressly agreed as binding.
4.2 A deadline runs from the point at which both the agreed advance payment has been received and the Customer has delivered the materials and access the Service requires, cf. § 7. If the Customer delivers later than agreed, the deadline is extended accordingly, and agreed fees are unaffected.
4.3 For Audits, we aim to deliver the report and walkthrough within five business days of the order, provided we have received the information we asked for.
4.4 Delay does not entitle the Customer to compensation, a price reduction or termination unless the delay is attributable to us, is material and continues for more than 30 days after the Customer's written notice. In that case the Customer may terminate the agreement for the delayed Service and have prepaid amounts for what has not been delivered refunded. Other claims arising from delay are excluded.
§ 5 Prices and payment
5.1 Prices are in Danish kroner and exclusive of VAT unless otherwise stated. Danish VAT is added to invoices to Danish customers. VAT-registered businesses in other EU countries are invoiced under the reverse charge rules against a valid VAT number. Customers outside the EU are invoiced without Danish VAT.
5.2 One-off services, including Audits and Setup, are invoiced in advance unless otherwise agreed. Subscriptions are invoiced monthly in advance from Launch. Usage beyond what is included is invoiced monthly in arrears. Projects are invoiced according to the payment plan in the quote, and otherwise half on conclusion of the agreement and the remainder on approval.
5.3 The payment term is 8 days net from the invoice date unless the agreement states otherwise.
5.4 If a Setup is invoiced in instalments, instalment 1 falls due on conclusion of the agreement and instalment 2 when the Customer has approved the Service in operation under § 6. If the Customer does not approve, and we cannot remedy the Customer's specific, written objections within the scope the agreement describes, the agreement terminates for the Service in question. Instalment 1 then covers the work performed and is not refunded, and instalment 2 and subscription payments are not invoiced.
5.5 If the Customer pays by card or through a payment provider, the Customer authorises us to charge the agreed amounts for Subscriptions and usage until the agreement has ended under § 17.
5.6 Late payment accrues interest from the due date under the Danish Interest Act (renteloven), currently the Danish central bank's lending rate plus 8 percentage points, and reminder fees under the same Act. If an invoice is unpaid 14 days after the due date, we may suspend the Service under § 18. If it is unpaid 30 days after the due date, we may terminate the agreement for breach and refer the claim to debt collection.
5.7 The Customer may not withhold payment or set off against amounts due because of objections or claims, unless the claim has been acknowledged by us or established by a final decision.
5.8 Work not covered by a fixed price is charged by time spent at DKK 850 per commenced hour excl. VAT, unless the quote states a different hourly rate. The work is agreed in writing before it is carried out.
5.9 Services may depend on third-party products and services, such as domains, hosting, licences, phone numbers, payment solutions and usage with AI and API providers. Such costs are not included in our prices unless expressly stated in the quote. The Customer pays them either directly to the provider or by re-invoicing, and we may require the Customer to open the necessary accounts in its own name.
§ 6 Approval of deliverables
6.1 A deliverable is deemed approved when the Customer approves it in writing, or when the approval period in 6.2 has expired without the Customer having raised specific, written objections.
6.2 For Audits and Projects the approval period is 7 calendar days after delivery. For Subscriptions we first run a test round together with the Customer, then put the Service into operation, and the approval period is 10 business days from the day the Service is put into operation.
6.3 An objection must describe what deviates from the agreement so that we can correct it. We remedy justified objections within the agreed scope, after which a new approval period of 5 business days runs for the corrected deliverable.
6.4 Launch is the date of approval of a Subscription. If the Customer takes an Audit or a Project into use in its daily operations before approval, the deliverable is deemed approved from the start of use, unless the Customer at the same time has raised specific, written objections. This does not apply to Subscriptions, where operation before approval is part of the agreed test period under 6.2.
§ 7 The Customer's cooperation
7.1 The Customer delivers in due time the materials, information and access the Service requires, and appoints a contact person with decision-making authority. What must be delivered, and when, is set out in the quote, the agreement and the Product Terms.
7.2 The Customer warrants that materials, data and access the Customer provides are correct, that the Customer has the right to share them with us, and that they do not infringe third-party rights or applicable law.
7.3 The Customer approves the Knowledge the Assistant answers from and keeps it up to date. Answers that are wrong because Knowledge is missing or incorrect are not a defect in the Service.
7.4 The Customer is responsible for its own systems, accounts, domains, phone subscriptions and access, and for backing up its own data in systems we do not operate.
7.5 The Customer informs its guests, customers and users that they are talking or writing with an AI assistant where the law requires it, and describes the processing of their data in the Customer's own privacy policy.
§ 8 Corrections, maintenance and further development
8.1 In a Subscription, correction of errors, updating of Knowledge, maintenance, monitoring, security updates and backup are included in the monthly fee. We correct errors in the Assistant's handling within a reasonable time once the Customer has reported them, and we may always ask for the information needed to reproduce the error. Response times, uptime and availability are guaranteed only where expressly agreed in a service agreement.
8.2 For Projects, ongoing maintenance, operation, monitoring, updates, backup and support are not included unless a separate service agreement has been concluded. Without a service agreement the Solution is delivered as is at the time of approval, and corrections, adjustments and updates after approval are agreed and invoiced separately under § 5.8.
8.3 Major rebuilds, new features, new channels and connections to the Customer's systems are not covered by 8.1. They are agreed in advance and charged under § 5.8 or by quote.
8.4 We may at any time change our methods, tools, models, subcontractors and workflows, as long as the agreed scope and quality are maintained in all material respects. Replacement of sub-processors is notified under the Data Processing Agreement.
8.5 For websites we deliver as a Project, hosting is included for the first two months from go-live. After that the Customer arranges its own hosting, or a service agreement is concluded. If the Customer does not take over hosting in time, the website may be taken offline without liability on our part.
8.6 We guarantee no particular uptime, speed or availability unless expressly agreed in a service agreement.
§ 9 Security, access and agreed security rules
9.1 We implement appropriate technical and organisational measures to protect the Customer's data. For Subscriptions, the Customer's data is stored and processed in the EU, encrypted at rest and in transit, and access is granted on a least-privilege basis. The specific measures are set out in Annex C of the Data Processing Agreement.
9.2 The Customer's users have personal logins. The Customer is responsible for who is given access, for closing access when it is no longer needed, and for all use that takes place with the Customer's logins.
9.3 We are not liable for loss, downtime or security breaches caused by the Customer's own systems, the Customer's third-party access, missing backups of systems we do not operate, or use of the Customer's logins by persons the Customer has given access.
9.4 Agreed security rules. A rule for the Assistant's behaviour that the parties have agreed in writing as a security rule, for example that access codes are only given over the phone to a guest who has been verified against a list, and never in chat, is binding on both parties. The Customer cannot deviate from it, switch it off or instruct that it be circumvented without a written agreement that expressly changes the rule. We may refuse an instruction that conflicts with an agreed security rule without this constituting a breach.
9.5 If a party discovers a security incident affecting the Service, the party notifies the other without undue delay. Notification of personal data breaches follows the Data Processing Agreement.
§ 10 Third parties and AI providers
10.1 We may use subcontractors, AI models and other third-party services and infrastructure to deliver the Service. Those that process personal data are listed in the Data Processing Agreement and in our Trust Center.
10.2 We are not liable for third parties' availability, changes, prices, terms, security or output. If a Service wholly or partly stops working because a third party changes, discontinues or closes its service, restoration or adaptation is additional work under § 8.3. In a Subscription we replace the service in question within a reasonable time as part of maintenance, but without liability for the period until the replacement is completed.
10.3 The behaviour and output of AI models are controlled by their providers and may change without notice. AI-generated output may contain errors, inaccuracies or misleading answers. The Customer checks and validates output before using it for decisions.
10.4 The Customer's use must comply with the terms of use and acceptable use policies that apply with the underlying AI providers and services. If the Customer's use causes a third party to restrict, suspend or close access, or exposes us to claims or sanctions, this is the Customer's responsibility and risk.
§ 11 Intellectual property rights
11.1 We retain all intellectual property rights to our products, software, source code, prompts, configurations, scripts, data models, methods, scoring models and tools, including what we develop or adapt for the Customer.
11.2 The Customer receives a non-exclusive, non-transferable right to use the Service in the Customer's own business for as long as the agreement is in force and paid. On termination, the right to use components that have not been purchased separately lapses.
11.3 Reports, analyses, recommendations and other written material we deliver may be used by the Customer in its own operations and for internal commercial purposes, but may not be resold or published without our written consent.
11.4 The Customer retains ownership of its own brand, its own content, its own Knowledge and its own data, including the data that arises from use of the Service (conversations, lists, summaries and statistics about the Customer's operations).
11.5 Transfer of rights, including delivery of source code for ownership, takes place only if expressly agreed in writing and separately paid for. Ownership passes on full payment.
11.6 We may reuse general knowledge, methods, components and experience from a collaboration in other deliveries, as long as the Customer's confidential information is not disclosed.
§ 12 Confidentiality and reference
12.1 Each party treats the other party's confidential information as confidential and uses it only to perform the agreement. Confidential information includes the Customer's Knowledge, lists, conversations, figures from the Customer's operations and our prices, methods and source code. The obligation applies for five years after the end of the agreement and without time limit for personal data and trade secrets.
12.2 Reference. We may name the Customer as a reference with name and logo and describe the engagement in general terms, without figures from the Customer's operations and without confidential information, unless the Customer declines in writing. Testimonials, case studies with figures and press releases require the Customer's prior approval.
12.3 The obligation in 12.1 does not apply to information that is or becomes publicly available without the party's breach, that the party lawfully has from a third party, or that the party is obliged to disclose by law or by order of an authority.
§ 13 Personal data
13.1 If we process personal data on the Customer's behalf as part of the Service, the Customer is the data controller and we are the data processor. We then process only on the Customer's documented instructions.
13.2 The parties enter into the Data Processing Agreement before we are given access to personal data. Our standard agreement, which follows the standard contractual clauses of the Danish Data Protection Agency (Datatilsynet), is available at valiss.co/dpa and is completed for the specific Service in Annexes A to D.
13.3 The Customer's conversations, lists, messages and data are not used to train AI models, neither by us nor by our sub-processors, and not for marketing or any purpose other than delivering the Service.
13.4 For Subscriptions, the Customer's data is stored and processed in the EU. Sub-processors, regions, transfer mechanisms and certifications are set out in Annex B of the Data Processing Agreement and in our Trust Center.
13.5 The Customer warrants that there is a valid legal basis for the personal data the Customer has us process, and that the Customer has fulfilled its duty to inform the data subjects. The Customer is responsible for the choices the Customer's staff make in the Service, including which fields and information are entered.
13.6 For the information we collect ourselves about the Customer's contact persons for the agreement, invoicing and support, we are an independent data controller. That processing is described in our privacy policy.
§ 14 Liability
14.1 We do not guarantee specific results: not a particular AI visibility, ranking or mention, not that an Assistant handles every conversation correctly, and not a particular business outcome. Our reports and recommendations are advisory. The Customer makes its own business decisions. We are not liable for the content of AI generated output, for decisions the Customer or the Customer's end users make on the basis of the Service, or for loss caused by missing or incorrect Knowledge, the Customer's lists, the Customer's own systems and suppliers, or use of the Customer's logins.
14.2 Neither party is liable for indirect loss or consequential damage. Indirect loss includes, among other things, operating loss, lost revenue or profit, loss of customers, goodwill or reputation, loss or corruption of data in systems the party does not operate, costs of restoring data, fines and penalties imposed on the other party, loss resulting from an enquiry that was not answered or transferred, and third party claims arising from any of these.
14.3 Our total liability under or in connection with an agreement, regardless of the basis of liability and the number of claims, is limited as follows: for Audits and Projects, to the fee the Customer has paid for the deliverable the claim concerns; for Subscriptions, to the subscription fees excluding usage that the Customer has paid for the 6 months preceding the event giving rise to the claim, and before Launch to the paid part of the Setup. The cap applies in aggregate to all claims in a calendar year. The parties may set a different cap in the agreement, which then takes precedence over this paragraph.
14.4 Claims against us must be raised in writing without undue delay and no later than 30 days after the Customer discovered or ought to have discovered the circumstance the claim is based on. For Audits and Projects, claims raised later than 14 days after delivery lapse. For Subscriptions, errors must be reported continuously in Valiss Manager so that we have the opportunity to correct them; claims cannot be based on errors the Customer has not reported. Correction under § 8.1 and the remedy provided in the Product Terms are the Customer's remedies for errors in a Subscription. Claims not raised within these time limits lapse.
14.5 The Customer is responsible for what the Customer uses the Service for, including the Assistant's answers, commitments and actions towards the Customer's guests, customers and users, see § 15, and for the material and data the Customer makes available. The Customer indemnifies us against third party claims, including reasonable costs of defending the claim, arising from the Customer's material, the Customer's use in breach of the agreement, or the Customer's failure to comply with data protection, marketing or AI rules.
14.6 The limitations in 14.2 and 14.3 do not apply to loss caused intentionally or by gross negligence, to liability under mandatory rules on product liability and personal injury, or where liability otherwise cannot be limited under mandatory law. Neither party can limit its liability towards data subjects or supervisory authorities. Each party bears any fines a supervisory authority imposes on that party.
14.7 We are not liable for loss that could have been avoided by the Customer's own reasonable cooperation, including backup of its own systems, supervision of the Assistant, updating of Knowledge and lists, and timely error reporting.
§ 15 AI assistants and automated output
15.1 If we deliver an Assistant that talks or writes with the Customer's guests, customers or users, the Customer tests it together with us and approves it under § 6 before it is put into operation for everyone. The Customer exercises reasonable supervision of the Assistant in operation and reports errors on an ongoing basis.
15.2 The Assistant answers from the Customer's Knowledge and the rules the Customer has set. The Customer is responsible for the Assistant's answers, recommendations and actions towards end users, including agreements, bookings or commitments the Assistant makes within the framework the Customer has given it. We are responsible for the Assistant following Knowledge and rules within the agreed functionality, cf. § 8.1 and the Product Terms.
15.3 Security rules for the Assistant. The Customer determines what the Assistant may disclose, when it must hand over to a human, and what it must never do. Rules the parties have agreed in writing as security rules, for example a code policy, apply as agreed security rules under § 9.4 and cannot be deviated from by the Customer's staff or by instruction in Knowledge.
15.4 The Customer is responsible for complying with the rules on artificial intelligence, including the EU Artificial Intelligence Act, in its use of the Service. This includes informing end users that they are talking with an AI system where required. We design the Assistant to present itself as AI and help assess which obligations apply, but the Customer is responsible for the specific use.
15.5 The Assistant does not provide legal, financial, medical or other professional advice and may not be used as such unless expressly agreed.
15.6 If the Service is used for outbound communication or marketing, including email, SMS, telephony or messaging services, the Customer is responsible for valid consent from the recipients and for complying with the Danish Marketing Practices Act and the rules on electronic communication. The Customer warrants the lawfulness of recipient lists and content.
§ 16 Acceptable use
16.1 The Customer may not use the Service for unlawful, misleading, offensive or harmful purposes, for unsolicited bulk messaging, to circumvent security rules or to process information the Customer has no right to process.
16.2 The Customer may not copy, decompile, resell or give third parties access to the Service beyond the Customer's own users, and may not use the Service to build a competing product.
16.3 We may suspend a Service that is used in breach of this section under § 18.
§ 17 Term, notice and termination
17.1 An agreement for an Audit or a Project ends when the deliverable has been approved and paid.
17.2 A Subscription runs for the contract term stated in the quote or the agreement, counted from Launch. If no contract term has been agreed, the Subscription runs from Launch and may be terminated by either party with 30 days' written notice to the end of a month. After an agreed contract term, the Subscription continues on an ongoing basis until terminated with the notice stated in the Product Terms or the agreement.
17.3 During a contract term the Subscription cannot be terminated for convenience. Amounts already paid for a commenced period are not refunded. The Product Terms may give the Customer a specific exit in the event of errors.
17.4 Either party may terminate the agreement in writing for breach if the other party materially breaches it and has not remedied the breach within 14 days of written notice. We may furthermore terminate or suspend with immediate effect if the Customer enters bankruptcy or restructuring proceedings, suspends its payments or is otherwise insolvent.
17.5 On termination the Customer pays for what has been delivered up to the termination date. For Subscriptions we hand over the Customer's data in a common, machine readable format within 30 days after termination and then delete it from our systems and those of our sub-processors in accordance with the Data Processing Agreement. For Audits and Projects the Customer may, within 14 days after termination, request its own data; after that we may delete it and close access without further notice. We are not obliged to retain the Customer's data after these deadlines and are not liable for loss resulting from deletion after them.
17.6 On termination the Customer's right of use under § 11.2 lapses, cloud phone numbers are closed, and the Customer arranges the update of its own channels. Assistance with export, migration and wind-down beyond 17.5 is charged under § 5.8.
17.7 §§ 11, 12, 13, 14 and 21 also apply after termination.
§ 18 Suspension
18.1 We may suspend access and deliveries in whole or in part if the Customer materially breaches the agreement, including non-payment under § 5.6, failure to cooperate under § 7, use in breach of § 16 or an instruction that conflicts with an agreed security rule under § 9.4, until the matter has been remedied. We give written notice of suspension where possible.
18.2 Suspension does not release the Customer from paying for the Subscription during the suspension period, and we are not liable for loss resulting from a justified suspension.
§ 19 Changes
19.1 Prices for Subscriptions are fixed during an agreed contract term. After that, and for Subscriptions without a contract term, we may change prices with at least 30 days' written notice to the end of a month. If the Customer continues after the effective date, the new price is accepted. The Customer may terminate with effect from the effective date, even if the notice period would otherwise be longer.
19.2 The Terms and the Product Terms are versioned. A new version applies to agreements concluded after it takes effect. For ongoing Subscriptions we may bring a new version into effect with 30 days' written notice, provided the change does not materially worsen the Customer's position; if it does, the Customer may terminate with effect from the effective date.
19.3 Changes to a specific agreement, including scope, prices and security rules, require writing. Email is sufficient.
§ 20 Force majeure
20.1 Neither party is liable for non-performance caused by circumstances beyond the party's reasonable control, including outages at AI providers, telecom providers and hosting providers, internet or power failure, cyberattacks despite appropriate security, government intervention, industrial disputes and the like. If the circumstance lasts more than 60 days, either party may terminate the affected Service without further liability.
§ 21 Governing law and venue
21.1 The agreement is governed by Danish law without regard to its conflict of law rules. Disputes are first sought resolved by negotiation between the parties' management. If this does not succeed within 30 days, the dispute is decided by the Copenhagen City Court as the court of first instance.
§ 22 Versions and contact
22.1 This is Valiss Terms of Service version 1.0, effective from 1 October 2026. They replace our terms of service of 1 July 2026, which continue to apply to agreements that refer to them and can be read at valiss.co/terms/2026-07.
22.2 The Terms exist in Danish and English. In case of discrepancy, the Danish version prevails.
22.3 Questions about the Terms: hello@valiss.co or +45 44 22 12 12.