Terms of Service

Provider: Valiquest AB · Org.nr 559577-0347 · Stockholm, Sweden Service: Virtual Customer (the Service) Version: v1 — 2026-05-08 (DRAFT — liability framework update) Governing law: Swedish law Venue: Stockholm District Court (Stockholms tingsrätt) as court of first instance.

Note for reviewers. This is the first internal draft. It is structured to mirror our benchmarked peer-set (see documents/legal/research/benchmark-2026.md) and uses calibrated language that matches the capabilities Valiquest can actually deliver today. Items marked [REVIEW] are deliberate flags for the Swedish SaaS / IT lawyer who will review this package (G4.6.13).

1. About these Terms

1.1 These Terms of Service (Terms) form a binding agreement between you (you, your, or the Customer) and Valiquest AB, a Swedish limited company with corporate identity number 559577-0347 and registered office in Stockholm, Sweden (Valiquest, we, us, or our).

1.2 By creating an account, accessing the Service, or clicking "I agree" during signup, you confirm that you have read and accept these Terms. If you accept on behalf of a company or other legal entity, you represent that you are authorised to bind that entity, in which case "you" refers to that entity.

1.3 These Terms apply to all use of the Service, including by your team members, contractors, and any other person who accesses the Service through your account.

1.4 We may update these Terms from time to time. The current version is always available at https://app.virtualcustomer.io/legal/terms-of-service.html. Material changes will be notified at least 30 days in advance via email or in-app notice. Continued use after the effective date constitutes acceptance.

2. Definitions

For these Terms:

• Account means the customer account you create to use the Service.
• AI Outputs means text, audio, summaries, transcripts, and other content generated by the Service in response to your inputs.
• Customer Content means any data, text, files, prompts, audio, configuration, or material that you or your Users upload, submit, or otherwise transmit to the Service, and the AI Outputs generated for you.
• Documentation means the user-facing documentation, help articles, and product descriptions made available at our website or in the Service.
• Plan means the subscription tier (Solo, Startup, Team, Business, or Enterprise) you select.
• Service means the Virtual Customer platform, including the website, web application, APIs, and related services operated by Valiquest.
• Subscription Term means the period during which you are entitled to use the Service under your Plan, beginning when your Plan starts and ending on cancellation, expiry, or termination.
• Trial means an evaluation period during which you may use the Service without payment.
• Users means the individuals you authorise to use the Service under your Account, including yourself.

3. Account and access

3.1 Account creation. To use the Service you must create an Account using a valid work email address. You are responsible for keeping your credentials confidential and for all activity that occurs under your Account.

3.2 Eligibility. You must be at least 16 years old to use the Service. The Service is not directed at children.

3.3 Team Users. Depending on your Plan, you may invite Users to your Account. You are responsible for: (a) the acts and omissions of your Users; (b) ensuring your Users comply with these Terms; and (c) revoking access when a User no longer needs it.

3.4 Authorised use. You may only use the Service for your internal business purposes (or, for individual users, for your personal evaluation and research) in accordance with these Terms and our Acceptable Use Policy at /legal/aup.html.

4. Subscription, billing, and payment

4.1 Trial. New Accounts may receive a free evaluation Trial. Trial duration and limits are described in the Service. No payment information is required to start a Trial.

4.2 Trial end. When your Trial ends you have a 7-day grace period during which you may continue to use existing virtual customers but may not create new ones. After grace, your Account moves to read-only mode until you select a paid Plan or you are terminated under section 11.

4.3 Paid Plans. Paid Plans are billed in advance, monthly or annually, in the currency you select. Pricing for each Plan is shown at https://app.virtualcustomer.io/billing/plans.html and is incorporated into these Terms when you subscribe.

4.4 Merchant of record. Payments are processed by Paddle.com Market Limited ("Paddle") as the merchant of record. Paddle handles invoicing, payment collection, sales tax / VAT, and refunds in accordance with our Refund Policy at /legal/refunds.html. Your contractual relationship for payment is with Paddle; your contractual relationship for the Service itself is with Valiquest.

4.5 Auto-renewal. Paid Plans renew automatically at the end of each billing period at the then-current price for that Plan. You can cancel at any time from the Account settings; cancellation takes effect at the end of the current billing period.

4.6 Payment failures. If a payment fails, we will attempt to notify you and retry the charge. You will retain access during a 7-day "past-due" grace period. If payment is not collected by the end of grace, your Subscription may be paused or terminated under section 11.

4.7 Taxes. Prices are shown exclusive of applicable taxes (VAT, sales tax, or equivalent), which Paddle adds at checkout based on your billing address.

4.8 Plan changes. Upgrades take effect immediately and are pro-rated. Downgrades take effect at the next renewal.

5. Customer Content and your responsibilities

5.1 Ownership. As between you and Valiquest, you retain all rights, title, and interest in and to your Customer Content, including your inputs and any AI Outputs generated for you.

5.2 Licence to us. You grant Valiquest a worldwide, non-exclusive, royalty-free licence to host, store, transmit, process, and display your Customer Content solely as necessary to provide and improve the Service for you. This licence ends when your Customer Content is deleted from the Service in accordance with section 12.

5.3 No use for general model training. We will not use your Customer Content to train general-purpose foundation models for use outside your Account. We may use de-identified, aggregated usage signals (for example, error rates, feature usage counts) to operate, secure, and improve the Service.

5.4 Your responsibilities. You are responsible for: (a) the legality, accuracy, and appropriateness of your Customer Content; (b) obtaining any consents, licences, or permissions required to upload or process Customer Content (including from any individuals whose personal data appears in it); (c) configuring access permissions appropriately; and (d) reviewing AI Outputs before relying on them in any decision affecting individuals or your business.

5.5 Prohibited content. You may not upload Customer Content that violates our Acceptable Use Policy, infringes third-party rights, or contains malware. We may remove or restrict access to such content without notice.

5.6 Personal data. Where Customer Content includes personal data within the meaning of the GDPR, our Data Processing Addendum at /legal/dpa.html applies. In that DPA we act as processor for Customer Content; we act as controller for the limited account, billing, and security data we process about you and your Users.

6. AI Outputs and limitations

6.1 Nature of AI Outputs. The Service uses third-party large language models (currently from OpenAI, Anthropic, and Google) to generate AI Outputs. AI Outputs are probabilistic and may be inaccurate, incomplete, or unsuitable for a particular purpose.

6.2 No reliance for high-risk decisions. You agree not to use the Service or its AI Outputs as the sole basis for: (a) decisions with legal or significant similar effects on individuals (employment, credit, insurance, housing, education, government benefits); (b) medical, legal, or safety-critical advice; or (c) any use prohibited by applicable law (including the EU AI Act).

6.3 Human review. You will exercise human review of AI Outputs before acting on them. You are responsible for any decisions you make based on the Service.

6.4 Transparency. Where required by Article 50 of the EU AI Act, the Service informs Users that they are interacting with an AI system and marks AI-generated content. Further detail is in our AI Use Disclosure at /legal/ai-use.html.

7. Intellectual property

7.1 Our IP. The Service, including the platform, software, models we develop, documentation, branding, and trademarks, is owned by Valiquest or our licensors. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable right during your Subscription Term to access and use the Service for your internal business purposes.

7.2 Restrictions. You may not (and may not permit any third party to): (a) reverse engineer, decompile, or attempt to discover the source code of the Service; (b) sell, resell, sublicense, or otherwise commercially redistribute the Service; (c) use the Service to develop a competing product; (d) circumvent any usage limits or access controls; or (e) remove or modify any proprietary notices.

7.3 Feedback. If you provide feedback or suggestions about the Service, we may use them without restriction or compensation.

7.4 Trademarks. "Virtual Customer" and the Valiquest logo are trademarks of Valiquest AB. You may not use them without our prior written consent, except to identify your use of the Service.

8. Confidentiality

8.1 Definition. Confidential Information means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that should reasonably be understood to be confidential. Customer Content is your Confidential Information.

8.2 Obligation. The Recipient will: (a) use Confidential Information only to exercise rights and perform obligations under these Terms; (b) protect Confidential Information using at least the same care as it uses for its own confidential information of a similar nature, but no less than reasonable care; and (c) limit access to Confidential Information to personnel who need it and are bound by confidentiality obligations no less protective than those in this section.

8.3 Exclusions. The obligations in section 8.2 do not apply to information that: (a) is or becomes publicly known through no fault of the Recipient; (b) was known to the Recipient before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of Confidential Information.

8.4 Compelled disclosure. The Recipient may disclose Confidential Information if required by law, court order, or regulator, provided that, where lawful and practicable, it gives the Discloser prompt notice and reasonable cooperation to seek protective measures.

9. Warranties and disclaimers

9.1 Mutual warranties. Each party represents and warrants that it has the legal authority to enter into and perform its obligations under these Terms.

9.2 Customer warranty. You represent and warrant that: (a) your use of the Service complies with these Terms and applicable law; and (b) your Customer Content does not infringe third-party rights or violate the Acceptable Use Policy.

9.3 Service warranty. We will provide the Service with reasonable care and skill in accordance with industry practice. To the maximum extent permitted by law and except as expressly stated in these Terms, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Service will be uninterrupted, error-free, or free of harmful components.

9.4 No guarantee of AI Outputs. Without limiting section 9.3, we do not warrant that AI Outputs will be accurate, complete, current, lawful, or suitable for any particular purpose.

9.5 Mandatory consumer protections. Nothing in this section limits any non-waivable rights you may have under the Swedish Consumer Sales Act (konsumentköplagen) or other mandatory consumer protection law if you use the Service as a consumer.

10. Indemnities and liability

10.1 Our IP indemnity. We will defend you against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes that third party's intellectual property rights, and we will pay any damages or settlement amounts finally awarded against you in respect of such claim. Our liability under this section 10.1 is capped at three (3) times the fees you paid under these Terms in the twelve (12) months preceding the claim.

10.2 Indemnity exclusions. Section 10.1 does not apply to claims arising from: (a) Customer Content (including AI Outputs generated in response to your inputs); (b) modification of the Service by anyone other than us; (c) combination of the Service with anything not provided by us; or (d) use of the Service in violation of these Terms or applicable law.

10.3 Your indemnity. You will defend, indemnify, and hold harmless Valiquest against any third-party claim arising from: (a) Customer Content; (b) your use of AI Outputs; (c) your breach of these Terms; or (d) your violation of applicable law.

10.4 Liability cap. Except for liabilities that cannot be limited under applicable law, each party's total aggregate liability arising out of or related to these Terms is limited to the fees you paid (or were due to pay) for the Service in the twelve (12) months preceding the event giving rise to liability.

10.5 Excluded losses. Except for the indemnity obligations in this section 10, neither party will be liable for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, revenue, business, goodwill, or anticipated savings, even if advised of their possibility.

10.6 Carve-outs from cap. The cap in section 10.4 does not apply to: (a) breaches of confidentiality (section 8); (b) the indemnity obligations in this section 10 (which are subject to the separate cap in section 10.1 where applicable); (c) infringement of the other party's intellectual property rights; or (d) liabilities that cannot be limited under applicable Swedish law.

10.7 Time bar. Any claim under these Terms must be brought within two (2) years of the date the cause of action accrued, or such longer period as is required by mandatory law.

10.8 Service credits and refunds. Any service credit, refund, or similar remedy expressly stated in the Refund Policy, a signed order form, or a separate service-level agreement is the contractual remedy for the specific outage, billing, or support issue it addresses. It does not increase the liability cap in section 10.4 or create an entitlement to indirect or consequential damages, except where mandatory law requires otherwise.

11. Term and termination

11.1 Term. These Terms apply from the date you first accept them and continue until your Account is closed or terminated under this section.

11.2 Termination for convenience. You may close your Account at any time from the Account settings. We may terminate these Terms with thirty (30) days' notice if we cease to offer the Service, accompanied by a pro-rata refund of any prepaid fees for the unused portion of your then-current term.

11.3 Termination for cause. Either party may terminate these Terms with immediate effect by written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice (or immediately, where the breach cannot be cured); or (b) becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors.

11.4 Termination by us for misuse. We may suspend or terminate your Account immediately, without liability, if we have a reasonable belief that you have violated the Acceptable Use Policy, are using the Service to harm others, or that continued service would expose us to legal or reputational risk. Where reasonably practicable we will give notice and an opportunity to cure.

11.5 Effect of termination. On termination: (a) your right to access the Service ends; (b) you may export your Customer Content for thirty (30) days following termination, after which we will delete it in accordance with our Privacy Policy; (c) any fees prepaid for periods after termination will be refunded only if termination was for our material breach; and (d) sections 5.1, 7, 8, 9.3 – 9.4, 10, 11.5, 12, and 14 survive.

12. Data deletion and retention

12.1 Active Accounts. While your Account is active, your Customer Content is retained as long as you keep it.

12.2 After cancellation. Following cancellation or termination, Customer Content is retained in read-only export form for thirty (30) days, then permanently deleted from our active systems. Backups are overwritten on a rolling cycle of up to ninety (90) days.

12.3 Account, billing, and security data. We retain a limited set of account, billing, and security records (for example, invoices and audit logs) for as long as required by Swedish accounting law and our legitimate interests in security, fraud prevention, and dispute resolution. Detail in our Privacy Policy.

12.4 Earlier deletion on request. Subject to legal retention obligations, you may request earlier deletion at any time by contacting info@valiquest.com.

13. Service changes and beta features

13.1 Service evolution. We may add, modify, or discontinue features of the Service from time to time. We will not make material adverse changes to a Plan you are currently subscribed to without at least thirty (30) days' notice.

13.2 Beta features. Features marked "beta", "preview", or similar are provided for testing only. They may be modified or removed at any time and are excluded from the Service warranty in section 9.3.

14. General

14.1 Governing law. These Terms are governed by the laws of Sweden, excluding its conflict-of-laws rules.

14.2 Venue. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Stockholm District Court (Stockholms tingsrätt) as court of first instance, save that either party may seek interim relief in any court of competent jurisdiction.

14.3 Mandatory consumer venue. If you are a consumer (konsument) resident in the EU, this section does not deprive you of any right to bring proceedings before the courts of your country of residence to the extent required by mandatory law.

14.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, network or power outages affecting third parties, and acts of government.

14.5 Notices. Notices to Valiquest must be sent to info@valiquest.com. Notices to you may be sent to the email address associated with your Account or posted in the Service.

14.6 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of substantially all our assets, on notice to you.

14.7 Entire agreement. These Terms, together with the Acceptable Use Policy, Privacy Policy, DPA (where applicable), AI Use Disclosure, Refund Policy, Subprocessor List, any signed order form, any separate service-level agreement or service credit schedule, and any signup acknowledgement, constitute the entire agreement between you and Valiquest regarding the Service and supersede any prior or contemporaneous agreements.

14.8 No waiver. A failure or delay by either party to exercise any right under these Terms is not a waiver of that right.

14.9 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.

14.10 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

14.11 No third-party beneficiaries. These Terms do not create any rights for any third party.

Contact

Valiquest AB Org.nr 559577-0347 Stockholm, Sweden Email (general): info@virtualcustomer.io Email (legal): info@valiquest.com Email (privacy / DSARs): info@valiquest.com Email (security): info@valiquest.com

Reviewer flags ([REVIEW] markers)

For the external Swedish SaaS / IT lawyer (G4.6.13), please calibrate the following:

• [REVIEW] §4.4 Paddle as merchant of record — confirm wording matches Paddle's required disclosures and that we're not creating an inadvertent agency relationship.
• [REVIEW] §5.6 Controller / processor split for personal data — confirm phrasing aligns with GDPR Art. 4, Art. 28, and any IMY guidance.
• [REVIEW] §6.2 EU AI Act §50 transparency obligations — confirm scope when AI Act enforcement deadlines bite (Aug 2026 onwards).
• [REVIEW] §10.1 / §10.4 Liability caps — confirm 12-months-fees + 3x for IP indemnity is consistent with Swedish case law and what a Swedish enterprise buyer would expect.
• [REVIEW] §10.5 / §10.8 Excluded losses and service-credit treatment — confirm Swedish law allows the B2B disclaimer structure and the "service credits are contractual remedies" wording.
• [REVIEW] §10.7 2-year time bar — confirm shorter-than-statutory time bar is enforceable under Swedish law (default 10-year limitation period under Preskriptionslagen).
• [REVIEW] §11.3 / §11.4 Termination for cause — confirm 30-day cure period meets Swedish reasonableness standard.
• [REVIEW] §12.2 90-day backup retention — confirm this is defensible under GDPR storage limitation (Art. 5(1)(e)).
• [REVIEW] §14.2 Stockholms tingsrätt as exclusive venue — confirm enforceability vs B2B customers in other EU member states (Brussels Ia Regulation).
• [REVIEW] §14.3 Consumer venue carve-out — confirm wording is sufficient for B2C compliance under Brussels Ia + Rome I.
• [REVIEW] Cross-reference Confirm that all /legal/*.html URLs referenced in this doc will be live before this ToS goes into effect (covered by G4.6.11).

End of draft v1 — 2026-04-22