Terms of Service

1. Acceptance of Terms

By creating an account on Valueclose, joining a training session, or otherwise using the Valueclose platform (the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and “you” refers to that entity. If you do not agree, do not use the Service.

These Terms form a binding agreement between you (or the company you represent) and Valueclose ApS, a company registered in Denmark (“Valueclose,” “we,” “us,” or “our”).

2. Description of the Service

Valueclose is a value selling training platform that enables B2B revenue teams, including sales executives, account managers, customer success professionals, and solution engineers, to run structured role-play training sessions. Sessions are modelled as two competing teams taking turns. One participant presents a product capability or handles a scenario; the other team plays buyer roles. Participants score and give written feedback to one another. The Service includes session management, team management, scoring, private feedback delivery, and related tools.

3. Eligibility and Account Registration

3.1 Eligibility. You must be at least 18 years old to use the Service. The Service is intended for business use only. You must not create an account for personal, household, or consumer purposes.

3.2 Invite-only access. Access to the Service is currently granted by invitation only. Access is granted at the company level. You may receive access either through a company invitation from an approved organization or through a personal invite sent to you by an existing approved user. Valueclose reserves the right to decline or revoke access at any time without obligation to provide reasons.

3.3 Account accuracy. You agree to provide accurate, current, and complete information when registering and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at [email protected] if you suspect unauthorised access to your account.

3.4 Personal invitations. Each approved user receives a limited number of personal invitations to share with individuals of their choosing. These invitations are non-transferable, subject to availability, and may be withdrawn by Valueclose at any time.

4. Company Accounts and Team Structure

4.1 Company-level access. The Service is structured around company accounts. An approved company may create teams and add members. Company accounts are managed by designated administrators (“Sales Leader” or “Team Manager” roles).

4.2 Administrator responsibility. Company administrators are responsible for managing access, roles, and member permissions within their company account. Valueclose is not responsible for actions taken by administrators or members within a company account.

4.3 Team and member limits. Access to features and the number of permitted teams and members depends on the subscription tier or early access arrangement applicable to your company account.

5. Subscriptions and Payment

5.1 Subscription plans. Valueclose offers paid subscription plans. Pricing, billing cycles, and plan features are set out on the pricing page at valueclose.com/pricing. Your subscription begins on the date you complete the checkout process and continues for the billing cycle you select (monthly or annual). Subscriptions renew automatically at the end of each billing cycle unless cancelled before the renewal date.

5.2 Payment processing. Payments are processed by Stripe, Inc. on behalf of Valueclose. By subscribing, you authorise Stripe to charge the payment method you provide on a recurring basis for the applicable subscription fee. Valueclose does not store full payment card details. Your use of the payment processing service is also subject to Stripe's terms.

5.3 Cancellation. You may cancel your subscription at any time through your account settings or by contacting [email protected]. Cancellation takes effect at the end of the then-current billing cycle. You will retain access to the Service until that date. Valueclose does not provide refunds for partial billing periods unless required by applicable law or as stated in section 5.6 below.

5.4 Taxes. Subscription fees are exclusive of any applicable taxes, duties, and levies. You are responsible for all such charges arising from your use of the Service, except for taxes on Valueclose's net income. Where Valueclose is required by law to collect VAT or similar taxes, these will be added to your invoice at the applicable rate. Where required by applicable law, Valueclose will issue a VAT invoice for each payment. Invoices are delivered by email to the billing contact on the account.

5.5 Price changes. Valueclose may change subscription pricing by giving at least 30 days' written notice before the change takes effect at your next renewal. Continued use of the Service after the new pricing takes effect constitutes acceptance of the revised pricing. If you do not accept the new pricing, you may cancel before the renewal date in accordance with section 5.3.

5.6 Service discontinuation refund. If Valueclose fully and permanently discontinues the Service, we will provide pro-rated refunds of any prepaid subscription fees covering the period after discontinuation takes effect. Refunds will be issued via the original payment method within 30 days of the discontinuation notice.

5.7 Disputed charges. If you believe a charge to your account is incorrect, contact [email protected] within 30 days of the charge date. We will investigate and, if the charge was made in error, issue a credit or refund. Initiating a chargeback or payment dispute without first contacting us may result in suspension of your account during the dispute resolution process.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service to harass, threaten, demean, or harm any other participant.
• Post, upload, transmit, or share any content that is hateful, discriminatory, defamatory, obscene, or that promotes violence or illegal activity against any person or group based on race, ethnicity, national origin, gender, gender identity, sexual orientation, religion, age, or disability.
• Upload, transmit, or share any content that infringes any third-party intellectual property right, including patents, trademarks, copyrights, or trade secrets.
• Attempt to gain unauthorised access to any part of the Service, another user's account, or Valueclose's systems or networks.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to transmit spam, unsolicited messages, malware, ransomware, or other malicious code.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use automated tools (bots, scrapers, crawlers) to access or interact with the Service without our prior written consent.
• Use the Service in any manner that could disable, overburden, damage, or impair it.
• Use any content generated by or through the Service, including session transcripts, scoring outputs, feedback text, or platform-generated materials, to train, fine-tune, or develop any artificial intelligence or machine learning model, without our prior written consent.
• Access or use the Service if you are subject to applicable EU or United Nations sanctions or are located in a country subject to a comprehensive EU or UN trade embargo.

Valueclose reserves the right to suspend or terminate access for any user or company that violates this section.

7. Training Sessions: Specific Rules

7.1 Participant lock. Sessions lock once they start. No new participants may join a session after it has begun.

7.2 Scoring and feedback. Scoring is blind and per category. Written feedback and individual score breakdowns are private to the recipient. You must not attempt to share, screenshot, or reproduce another participant's private feedback without their consent.

7.3 Conduct during sessions. You are expected to participate in good faith, engage constructively with other participants, and provide honest and professional feedback. Deliberately disruptive or bad-faith participation is a violation of these Terms.

7.4 Session recordings. If you choose to link a session to a third-party tool (such as Gong), you are responsible for ensuring that all participants have been informed and that applicable consent and data protection requirements are met.

8. Intellectual Property

8.1 Valueclose IP. The Service, including its design, software, product capabilities, scoring frameworks, proprietary methodology labels, and all content created by Valueclose, is owned by Valueclose ApS and is protected by applicable intellectual property laws. Nothing in these Terms transfers any ownership of Valueclose's intellectual property to you.

8.2 Your content. You retain ownership of any content you create on the Service, including written feedback and session contributions. By submitting content, you grant Valueclose a limited, non-exclusive, worldwide, royalty-free licence to store, process, and display that content solely as necessary to operate the Service. You represent that you have the right to submit any content you provide.

8.3 AI training restriction. Neither Valueclose nor any user may use content generated by or through the Service to train, fine-tune, or otherwise develop artificial intelligence or machine learning models without the express prior written consent of Valueclose. This restriction applies to session transcripts, scoring data, feedback text, and any other output produced by the platform.

8.4 Third-party methodologies. The Service may reference certain third-party sales methodologies in descriptive or educational contexts. These references do not imply endorsement by, affiliation with, or any commercial relationship with the owners of those methodologies.

8.5 Feedback. If you submit suggestions or feedback about the Service to Valueclose, you grant Valueclose the right to use that feedback without restriction and without compensation to you.

9. Data and Privacy

Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

For B2B customers whose use of the Service involves Valueclose processing personal data of their employees or team members, our Data Processing Agreement (DPA) governs that processing and is incorporated into these Terms. Customers requiring a countersigned DPA should contact [email protected].

10. Confidentiality of Session Content

Training sessions on Valueclose may involve proprietary commercial information, internal sales strategies, and confidential business data shared by participants. You agree not to disclose, reproduce, or use outside of the Service any confidential information shared by other participants during training sessions. This obligation does not apply to information that is or becomes publicly available through no breach of these Terms.

11. Termination

11.1 By you. You may stop using the Service at any time. To request deletion of your account and associated personal data, contact [email protected].

11.2 By Valueclose. Valueclose may suspend or terminate your account or your company's access to the Service at any time, with or without notice, if: (a) you breach these Terms; (b) required by law; (c) your company's subscription fees remain unpaid after any applicable grace period or payment retry cycle; or (d) Valueclose discontinues the Service.

11.3 Appeals process. If your account is suspended or terminated by Valueclose for a breach of these Terms, you may appeal by contacting [email protected] within 30 days of the suspension or termination notice. We will review your appeal and respond within 10 business days. Valueclose's decision on appeal is final. Appeals are not available where termination is required by law or results from non-payment.

11.4 Effect of termination. Upon termination, your right to use the Service ceases immediately. Sections 8, 10, 12, 13, 14, and 15 survive termination.

11.5 Data on termination. Following account termination or cancellation, Valueclose will retain your personal data only for as long as required by law or our Privacy Policy, and will delete it in accordance with our standard retention schedule. Company-level session data and scores associated with a company account will be deleted within 90 days of account termination unless an earlier deletion is requested.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALUECLOSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VALUECLOSE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Valueclose makes no guarantees regarding the improvement of sales performance, deal outcomes, revenue results, or any other business outcome arising from use of the Service. Training tools improve skills through practice; individual and organizational results depend on many factors outside Valueclose's control.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) VALUECLOSE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNTS PAID BY YOUR COMPANY TO VALUECLOSE IN THE 12 MONTHS PRECEDING THE CLAIM, OR (II) EUR 100.

(b) IN NO EVENT SHALL VALUECLOSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF VALUECLOSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the legal theory under which a claim is brought. Some jurisdictions do not permit exclusion of certain warranties or limitation of certain damages; in those jurisdictions, the limitations above apply only to the extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Valueclose ApS and its directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Service in breach of these Terms; (b) content you submit to the Service; or (c) your violation of any applicable law or third-party right.

15. Governing Law and Disputes

15.1 Governing law. These Terms are governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law principles.

15.2 Jurisdiction. Any dispute arising out of or in connection with these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark.

15.3 Informal resolution. Before initiating formal proceedings, we encourage you to contact us at [email protected]. We will make reasonable efforts to resolve disputes informally within 30 days.

16. Changes to These Terms

Valueclose may update these Terms from time to time. We will notify you of material changes by email or by posting a notice in the Service. The updated Terms will take effect no fewer than 14 days after notice, or immediately if required by law. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

17. General

17.1 Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Valueclose regarding the Service and supersede any prior agreements.

17.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.

17.3 No waiver. Failure to enforce any right under these Terms does not waive that right.

17.4 Assignment. You may not assign your rights under these Terms without our prior written consent. Valueclose may assign its rights and obligations without restriction.

17.5 Language. These Terms are written in English. In the event of any conflict between an English version and a translation, the English version controls.