General Terms and Conditions

Section 1  Scope and contracting parties
(1)  These Terms apply to all contracts for the provision of the VOS Assessment between VALENTYR Group GmbH, Ringstraße 1, 31319 Sehnde, Germany (Local Court Hildesheim, HRB 209268, Managing Director: Jessica Michalke; "VALENTYR") and the respective client.
(2)  These Terms apply exclusively to entrepreneurs within the meaning of Section 14 BGB, i.e., natural or legal persons or partnerships with legal capacity acting in exercise of their commercial or independent professional activity when entering into the contract. The offer is not directed at consumers.
(3)  Any terms of the client conflicting with or deviating from these Terms shall not be recognized unless VALENTYR expressly agrees to their validity in writing.
(4)  These Terms apply in the version current at the time of commissioning as published on valentyr.group.

Section 2  Definitions
For the purposes of these Terms, the following definitions apply:
"VALENTYR Ownership Standard (VOS)" means the proprietary method system developed by VALENTYR for structured measurement of ownership, governance, finance, data, and transaction readiness of companies in the current version. It comprises seven modules: Corporate Identity, Financial Clarity, Operational Structure, Legal & Compliance, Governance & Ownership, Value & Risk, and Investment Readiness.
"VOS Score" means the numerical overall value (scale 0–100) calculated on the basis of the client's responses and submitted documents.
"VOS Score Report" means the system-generated, if applicable manually supplemented assessment result document with overall score, module breakdown, traffic-light rating, score-killer analysis, top-3 risk identification, and benchmark classification.
"AI-DD Engine" means the AI-supported analysis and processing component of the VOS system, which automatically evaluates provided documents and includes them in the scoring process.
"VALENTYR Vault" means the secure, VOS-native structured digital data room through which the client submits documents and accesses assessment results.
"VOC (VALENTYR Ownership Credits)" means the system-internal credit created through payment of the assessment fee and fully creditable toward the first VOS OS annual program.
"Client" means the company commissioning the VOS Assessment and whose business is the subject of the analysis.

Section 3  Conclusion of contract
(1)  VALENTYR's offer constitutes a non-binding invitation to submit an offer (invitatio ad offerendum). A contract is concluded only through VALENTYR's explicit written or electronic order confirmation.
(2)  The client submits a binding offer by fully completing and submitting the order form available on valentyr.group or in an individual offer together with payment or payment commitment.
(3)  VALENTYR may reject a commission without giving reasons, especially if preliminary review does not indicate required suitability or cooperation capability.
(4)  Contract language is German. In case of interpretation doubts, the German Terms prevail.

Section 4  Scope of services of the VOS Assessment
4.1 Included services
The VOS Assessment includes the following standard services:
• Provision of a structured online questionnaire (60+ core questions from the 500+ question VOS due-diligence catalog distributed across 7 VOS modules)
• Option to upload relevant corporate documents to the VALENTYR Vault for in-depth document analysis
• Automated processing by the AI-DD Engine (document analysis, data reconciliation, scoring calculation)
• Calculation of the VOS Score (overall score + module breakdown) based on submitted data
• Creation of the VOS Score Report including traffic-light rating, score-killer analysis, top-3 risk identification, and anonymized benchmark classification
• Personal review meeting with a VALENTYR Advisor (30 min, online/video only), no later than ten (10) business days after full submission of all documents
4.2 Services expressly not included
The VOS Assessment is a standardized initial analysis. The following services are explicitly excluded:
• Company valuation in the sense of an IDW S1-compliant or similar expert valuation
• Tax, legal, or business consulting or action recommendations
• Specific implementation plans, action concepts, or restructuring consulting
• Offers or commitments for further VALENTYR services
• Full-scope due diligence in the sense of transaction-preparatory full audit
• Brokering of investors, buyers, financing partners, or other transaction parties
• Market studies, industry analyses, or external data research

Section 5  Nature of service and delimitation – no promise of success
(1)  VALENTYR owes only proper performance of the services described in Section 4(1) as services within the meaning of Sections 611 et seq. BGB. The contract is expressly performance-oriented, not success-oriented.
(2)  VALENTYR gives no guarantee and expressly does not owe:
• A specific result, minimum VOS Score, or score improvement
• Initiation, success, or closing of any transaction
• A specific valuation or purchase price level
• Interest of investors, buyers, or financing providers
• Any economic, tax, or other success of the client
(3)  This contract is explicitly not a brokerage contract (Sections 652 et seq. BGB), not a consulting contract with success obligation, not a financial services contract, and not investment advice.
(4)  All business, economic, tax, and legal decisions of the client remain solely the client's responsibility. VALENTYR is not obliged to review, comment on, or warn against such decisions.

Section 6  Compensation and payment terms
(1)  Compensation for the VOS Assessment is EUR 3,500.00 net plus statutory VAT applicable at invoice date.
(2)  Compensation is due immediately and in full upon order confirmation by VALENTYR. Service provision begins only after full receipt of payment.
(3)  Permitted payment methods are bank transfer to the account stated on the invoice and SEPA direct debit after mandate issuance. Other payment methods require explicit written agreement.
(4)  If a VOS OS annual program is booked (Section 13), the assessment fee is credited against the first annual fee of the booked tier (VOC credit): 100% if booking occurs within two (2) months after assessment completion; 50% if booking occurs after this period. The credit applies once only and is neither transferable nor payable.
(5)  The assessment fee is expressly not success-based, non-refundable, and non-reclaimable – irrespective of assessment result, VOS Score, non-performance of review meeting for reasons within the client's sphere, or occurrence/non-occurrence of a transaction.
(6)  In case of payment default, VALENTYR is entitled to default interest of 5 percentage points above base interest rate pursuant to Section 247 BGB and a dunning fee of EUR 5.00 per reminder level. The right to claim further damages remains unaffected.

Section 7  Client's duties to cooperate
(1)  The client must provide VALENTYR with all information, documents, access, and data required for performance completely, truthfully, currently, and within communicated deadlines.
(2)  The client bears sole responsibility for accuracy, completeness, legal permissibility, and economic plausibility of all information provided. VALENTYR is not obliged to verify such information.
(3)  Delays, incorrect results, or negative score effects caused by incomplete, late, incorrect, or contradictory client information are within the client's risk sphere and do not entitle reduction or refund of compensation.
(4)  If the client fails to cooperate despite one reminder and a 14-calendar-day grace period, VALENTYR may pause service provision or terminate the assignment with immediate effect. Compensation remains fully owed.
(5)  The appointment window for the review meeting must be bindingly confirmed by the client. One postponement is possible if notified in writing at least five (5) business days before the appointment. Later or repeated cancellations entitle VALENTYR to let the appointment lapse without refund obligation.

Section 8  Service provision, acceptance, and deemed acceptance
(1)  VALENTYR provides services under the VALENTYR Ownership Standard on the basis of client-provided information and documents.
(2)  The VOS Score Report is deemed delivered once made electronically available to the client via VALENTYR Vault.
(3)  The client must review the report without undue delay, at the latest within ten (10) business days after availability, and notify any defects to VALENTYR in writing with substantiation.
(4)  If no proper and timely defect notice is made, service is deemed fully and defect-free accepted (deemed acceptance). After deemed acceptance, all objections are excluded.
(5)  Defects are only measurable substantive deviations from the contractually agreed service description (Section 4(1)). In particular, not defects are: a certain score result, a specific classification or assessment, failure of transactions, or other client economic expectations.

Section 9  Intellectual property and usage rights
(1)  All methods, models, structures, processes, algorithms, score systematics, AI-DD Engine, and VOS Score developed and used by VALENTYR remain VALENTYR's exclusive intellectual property, even if adapted for a specific assessment.
(2)  Upon full payment, the client receives a simple, non-transferable, non-sublicensable, internal-use-only right to use the VOS Score Report for 24 months after creation.
(3)  In particular, the client is prohibited from:
• Reproducing, duplicating, making publicly available, or disclosing the VOS Score Report or parts thereof to third parties unless VALENTYR has given written consent
• Using the VOS Score or VOS Score Report as basis for public statements about company value or transaction capability without VALENTYR's explicit consent
• Imitating, rebuilding, or commercially exploiting VALENTYR systems, methods, or structures
• Developing independent methods or competitive products based on report or assessment findings
(4)  For each culpable violation of paragraph 3, a contractual penalty of EUR 25,000.00 per individual violation is forfeited. Further damage claims remain unaffected.

Section 10  Confidentiality
(1)  Both parties undertake to treat all information and documents obtained during assessment execution as strictly confidential, use them solely for service provision, and not make them available to third parties in whole or in part.
(2)  Confidential information includes in particular: both parties' trade and business secrets, client's corporate metrics and financial data, VOS Score and VOS Score Report, VALENTYR methods, algorithms and technical systems, and all personal data.
(3)  Confidentiality obligations apply for five (5) years after completion of the assessment and survive termination of the contractual relationship.
(4)  Excluded are information already publicly known at disclosure without breach by a party, and information required to be disclosed by law or authority. In the latter case, the disclosing party must inform the other party without undue delay in advance.
(5)  For each culpable confidentiality breach, a contractual penalty of EUR 25,000.00 per individual violation is forfeited. Further damage claims remain unaffected.

Section 11  Liability
(1)  VALENTYR is liable without limitation for damages caused by intent or gross negligence by VALENTYR, its legal representatives, or vicarious agents, and for damages from injury to life, body, or health.
(2)  In case of slight negligence breach of an essential contractual obligation (cardinal duty) jeopardizing contract purpose, liability is limited to typically foreseeable damage and capped at the net compensation actually paid for the assessment.
(3)  Otherwise, VALENTYR liability for slight negligence breaches is excluded.
(4)  VALENTYR is not liable for:
• Client business decisions based on report or assessment findings
• Indirect damages, consequential damages, lost profits, or lost opportunities
• Failure of a transaction, a specific valuation level, or an economic success
• Errors or incompleteness based on incorrect or incomplete client information
• Market developments, regulatory changes, or other external factors
(5)  Claims against VALENTYR arising from or related to this contract expire twelve (12) months after the client becomes aware of the facts giving rise to the claim, and at the latest eighteen (18) months after claim origination.

Section 12  Data protection
(1)  VALENTYR processes personal data of the client and designated contacts exclusively for contract performance and legal obligations (legal basis: Art. 6(1)(b) and (c) GDPR).
(2)  Where VALENTYR processes third-party personal data on behalf of the client, VALENTYR acts as processor under Art. 28 GDPR. Upon request, VALENTYR provides a draft data processing agreement (DPA).
(3)  VALENTYR implements appropriate technical and organizational measures to protect processed data. Further information is available in the privacy policy on valentyr.group.
(4)  VALENTYR is not liable for data protection violations caused by incorrect client instructions or client provision of unlawfully obtained or processed data.

Section 13  Further services – VOS OS annual program and Transaction Track
(1)  The VOS Assessment is a prerequisite for booking a VOS OS annual program or the Transaction Track. There is no legal entitlement to commission further services.
(2)  Further services – in particular VOS OS annual programs (Startup, Core, Pro, Elite) and Transaction Track – are commissioned only via separate mandate and framework agreement and are not subject of these Terms.
(3)  VALENTYR may decline follow-up commissioning, especially if VOS Score does not meet minimum requirements for Transaction Track or if further collaboration is not deemed meaningful.
(4)  VOC credit under Section 6(4) does not establish entitlement to preferred treatment, preferred access, or special terms when booking further services.

Section 14  Reference rights and public communications
(1)  Any public communication by a party about the assessment or collaboration requires prior written consent of the other party.
(2)  After assessment completion, VALENTYR may name the client as reference customer provided no confidential information is disclosed. The client may object in writing at any time; thereafter VALENTYR may no longer use the client's name.
(3)  Use of VOS Score or parts of VOS Score Report in external marketing materials, investor documents, or public statements of the client is permitted only with prior written approval of VALENTYR.

Section 15  Termination of contractual relationship
(1)  The VOS Assessment is a one-time, limited-duration assignment. The contractual relationship ends upon completion of all services under Section 4(1) and expiry of VALENTYR Vault access period (24 months after report creation).
(2)  VALENTYR may terminate the assignment extraordinarily and without notice if:
• Client fails to cooperate despite grace period
• Client submits false, misleading, or unlawful information
• Client is more than 30 days in payment default
• A confidentiality or IP obligation breach exists
(3)  In case of extraordinary termination for reasons within client's sphere, full compensation remains owed.

Section 16  Final provisions
(1)  The law of the Federal Republic of Germany applies exclusively, excluding CISG and conflict-of-law referrals.
(2)  Exclusive place of jurisdiction for all disputes arising from or connected with this contractual relationship is Hanover, to the extent legally permissible.
(3)  If any provision is wholly or partly invalid or unenforceable, the validity of remaining provisions remains unaffected (severability clause). The legally permissible provision closest to economic purpose replaces the invalid provision.
(4)  Amendments or supplements to these Terms require written form. This also applies to waiver of written-form requirement.
(5)  Set-off by client against compensation claims is permitted only with undisputed or legally established counterclaims. Client retention rights are excluded.
(6)  Rights and obligations from this contractual relationship may not be transferred to third parties without prior written consent of VALENTYR.
(7)  VALENTYR may amend these Terms with 30 days' notice by publication on valentyr.group. For existing assignments, the version valid at contract conclusion applies.