Valevia — SaaS Subscription Agreement / Terms of Service

Last updated: 2026-02-22

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1. Definitions

"Agreement" means these Terms of Service, the Data Processing Agreement, the Privacy Policy, and any Order Form signed by the parties.

"Client", "You" means the real estate agency or professional subscribing to the Service.

"Valevia", "We", "Us" means Valevia Consulting UG (haftungsbeschränkt), a company registered in Germany (Handelsregister: Amtsgericht Wittlich, HRB 47813; registered office: Am Mühlenberg 12, 54457 Wincheringen).

"Service" means the Valevia operational intelligence platform, including:

• Property Content Generation (the Listings and Social features): AI-generated multilingual property descriptions (FR/EN/DE) and marketing visuals (LinkedIn, Instagram, WhatsApp, Facebook)
• Inbox: AI-powered email classification, lead routing, priority scoring, and draft response generation

"Platform" means the web application at platform.valevia.eu through which the Client accesses the Service.

"Content" means all property data, images, descriptions, marketing assets, and email content processed through the Service.

"AI Output" means any text, images, video, or other content generated by the Service's artificial intelligence components.

"Subscription Period" means the term of the Client's subscription as specified in the applicable Order Form.

"Authorized Users" means the Client's employees or agents authorized to access the Platform.

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2. Service Description

2.1 Property Content Generation — Visual marketing

The Service generates marketing assets for the Client's property listings:

• Hero images — Single branded property images for social media
• Carousel posts — Multi-slide branded image sets
• Reels / short video — Animated property showcase videos
• Stories — Vertical-format social media content
• Multilingual descriptions — AI-generated property descriptions in French, English, and German

All generated assets are presented to the Client via the Platform's review dashboard for human approval before publication.

2.2 Property Content Generation — Listing descriptions

The Service generates multilingual property descriptions:

• AI-generated titles and descriptions in French, English, and German
• Compliance-aware content (avoids misleading claims, respects portal guidelines)
• Human-in-the-loop review: all descriptions must be approved by the Client before publication (or, if the Client enables it, CRM push)

2.3 Inbox

The Service classifies and routes incoming emails for real estate agencies:

• AI-powered email classification (visit requests, inquiries, negotiations, etc.)
• Priority scoring (critical, high, medium, low)
• Draft reply generation for agent review
• Lead funnel tracking and conversation threading

Inbox processes third-party personal data (emails from the Client's prospects, buyers, and sellers). Additional terms in Schedule B of the DPA apply.

2.4 Human-in-the-Loop Requirement

All AI Output requires human review and approval before external use. The Platform's review dashboard is not optional — it is a mandatory step in every workflow. The Client acknowledges that:

• AI-generated content may contain errors, inaccuracies, or inappropriate suggestions
• The Client is solely responsible for reviewing and approving all AI Output before publication
• Valevia is not liable for any AI Output that the Client publishes without adequate review

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3. Subscription Tiers and Limits

3.1 Tier Definitions

Prices are the monthly EUR rate for LU/BE/FR; UK pricing is in GBP. Annual billing is discounted (≈2 months free). The fees, limits and currency applicable to the Client are those set out in the Order Form.

3.2 Overage

If the Client exceeds their tier's monthly listing limit:

• Additional listings are queued but not processed until the next billing cycle, OR
• The Client may upgrade to a higher tier mid-cycle (pro-rated)
• No automatic overage charges without prior Client consent

3.3 Fair Use

The Service is designed for legitimate real estate marketing. Automated bulk submission of listings (via script or API abuse) exceeding [10x] the tier limit in any 24-hour period may result in temporary suspension pending review.

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4. Fees and Payment

4.1 Billing

• Subscriptions are billed monthly in advance via Stripe
• Annual subscriptions receive 2 months free (billed as 10 months upfront)
• All prices are in EUR and exclusive of VAT (which will be added per applicable German VAT rules — currently 19% standard rate)
• Invoices are generated automatically and available via the Platform

4.2 Payment Methods

We accept credit/debit cards and SEPA direct debit via our payment processor (Stripe). The Client authorizes recurring charges for the duration of the Subscription Period.

4.3 Late Payment

If payment fails:

• Day 0: Automatic retry
• Day 3: Email notification to Client
• Day 7: Second retry + warning of service degradation
• Day 14: Service access restricted to read-only (existing data accessible, no new processing)
• Day 30: Account suspended. Data retained for the 30-day export window per DPA §8, then deleted.

4.4 Price Changes

We may adjust pricing with 60 days' written notice before the next Subscription Period renewal. The Client may cancel before the new pricing takes effect.

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5. Client Obligations

5.1 Accurate Data

The Client warrants that all property data submitted to the Service is accurate and that the Client has the right to use all submitted images and content.

5.2 Review Responsibility

The Client shall:

• Review all AI-generated listings and marketing assets before approving them for publication
• Not publish AI Output without human review via the Platform's review dashboard
• Correct any factual errors identified in AI Output before publication
• Ensure published content complies with applicable real estate advertising laws and portal requirements

§5.2.1 Property-fact verification. AI Output may include references to property facts (including but not limited to surface area, room count, energy performance class, insulation rating, year of construction, parking, terrace, and price). The Client warrants that, before publication, the Client has verified all such facts against authoritative sources (cadastre records, energy performance certificate, building permits, owner-supplied documentation). The Client shall defend, indemnify, and hold Valevia harmless from any consumer-protection, misrepresentation, unfair competition, or similar claim arising from publication of inaccurate property facts, regardless of whether the inaccuracy originated in AI Output or Client-submitted data.

§5.2.2 AI-drafted email content (Inbox). AI-drafted email replies generated by Inbox are suggestions only. The Client (or the Client's Authorized User) shall review every AI-drafted reply before sending, and is the sole author and sender of any email actually transmitted. In particular, the Client warrants that, before sending, the Client has verified that the email:

• Does not contain factual errors regarding properties, prices, availability, or terms
• Does not constitute a binding offer, acceptance, or contractual commitment beyond the Authorized User's actual authority to bind the Client
• Does not include discriminatory language or selection criteria that would violate housing, anti-discrimination, or equal-opportunity law in the relevant jurisdiction
• Does not disclose personal data to an unintended recipient
• Complies with applicable consumer-protection, electronic-communication, and data-protection law

The Client shall defend, indemnify, and hold Valevia harmless from any claim (including breach of contract, misrepresentation, discrimination, GDPR Article 82, defamation, or similar) arising from email transmitted by or on behalf of the Client, regardless of whether the email originated as AI-drafted content.

5.3 Account Security

The Client shall:

• Keep login credentials confidential
• Not share account access beyond Authorized Users
• Notify Valevia immediately of any unauthorized access
• Use strong passwords (minimum 12 characters)

5.4 Acceptable Use

The Client shall NOT use the Service to:

• Generate misleading or fraudulent property descriptions
• Process data unrelated to legitimate real estate operations
• Attempt to reverse-engineer, copy, or extract the AI models or algorithms
• Exceed fair use limits through automated bulk submissions
• Process data of minors or special category data (health, biometric, etc.) except as incidentally present in general correspondence

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6. Intellectual Property

6.1 Client Content

The Client retains all intellectual property rights in the property data, images, and other content they submit to the Service.

6.2 AI-Generated Output

• The Client owns the AI Output generated for their properties, subject to the following:
  • Valevia retains all rights in the underlying AI models, algorithms, templates, prompt engineering, and platform technology
  • Valevia may use anonymized, aggregated data derived from Client usage to improve the Service (but never individual property data or personal data)
  • The templates used for visual assets (Remotion templates) remain Valevia's property; the Client receives a license to use the rendered output

6.3 Platform IP

The Platform, including its design, code, workflows, AI models, and documentation, is and remains the sole property of Valevia. Nothing in this Agreement grants the Client any rights in the Platform beyond the limited right to use the Service during the Subscription Period.

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7. Disclaimers and Limitations of Liability

7.1 AI Output Disclaimer

THE SERVICE USES ARTIFICIAL INTELLIGENCE TO GENERATE CONTENT. AI OUTPUT MAY CONTAIN ERRORS, INACCURACIES, HALLUCINATIONS, OR INAPPROPRIATE CONTENT. Valevia does not guarantee the accuracy, completeness, or fitness for purpose of any AI Output. The human-in-the-loop review dashboard exists precisely for this reason.

Valevia integrates AI models operated by third-party providers (including Microsoft's Azure OpenAI Service and the operators of Remotion templates). Valevia makes no representation or warranty regarding the training data of such models. Claims relating to model training (including alleged use of copyrighted works in training data) shall be directed to the relevant model provider, not Valevia.

7.2 No Legal, Financial, or Real Estate Advice

The Service does not provide legal, financial, tax, or real estate advisory services. AI-generated property descriptions are marketing suggestions only and do not constitute property valuations, legal disclosures, or binding representations.

7.3 Service Availability

Valevia targets 99.5% monthly uptime for the Platform (excluding scheduled maintenance). Scheduled maintenance windows will be communicated with 24 hours' notice.

For Solo, Team, and Pro subscriptions, the uptime target is a service target only and does not constitute a contractual SLA. The remedies in §7.3.1 do not apply.

§7.3.1 Enterprise SLA. For Enterprise subscriptions, Valevia commits to 99.5% monthly uptime as a contractual service level. If Valevia fails to meet this commitment in a given calendar month, the Client is entitled to service credits applied against the next monthly invoice as follows:

Service credits are the Client's sole and exclusive remedy for any failure of uptime. The Client must claim credits within 30 days of the affected month. Maximum credits per month are capped at 30% of the monthly fee.

Downtime caused by scheduled maintenance, force majeure (§10.6), or actions of the Client (including credential misuse, integration misconfiguration, or third-party CRM unavailability) does not count toward measured downtime.

7.4 Limitation of Liability

To the maximum extent permitted by German law:

§7.4.1 Ordinary claims (simple negligence). For damage caused by simple (ordinary) negligence — i.e. claims not falling within §7.4.2 or §7.4.3 — Valevia is liable only where it has breached an essential contractual duty (a cardinal duty: a duty whose fulfilment is essential to the proper performance of this Agreement and on whose observance the Client may regularly rely), and in that case its liability is limited to the foreseeable damage typical for this type of contract. Liability for simple negligence that does not involve an essential contractual duty is excluded.

Subject to and within the foregoing, Valevia's total aggregate liability for such claims shall not exceed the lesser of (a) the fees paid by the Client in the 6 months preceding the claim, or (b) €50,000.

§7.4.2 Aggregate cap — data security incidents. For all claims arising from a single data security incident (including unauthorized access, accidental disclosure, or breach of security measures), Valevia's total aggregate liability shall not exceed €100,000 regardless of fees paid. This cap covers the incident in its entirety, including all affected data subjects and all related claims.

§7.4.3 Higher cap — gross negligence and willful misconduct. Where Valevia's liability arises from its own gross negligence or willful misconduct, and to the extent such liability cannot be limited under §276 BGB or other mandatory provisions of German law, the aggregate liability cap is raised to €500,000. This sub-section does not waive any liability that German law treats as non-limitable (e.g., personal injury, fraud).

§7.4.4 Excluded damages. Valevia shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: lost profits, lost data, business interruption, reputational damage, or costs of procuring substitute services.

§7.4.5 Excluded causes. Valevia shall not be liable for any damages arising from:

• AI Output that the Client published without adequate review via the Platform's review dashboard
• AI Output that the Client edited, translated, abridged, or otherwise modified before publication, regardless of whether the modification was material
• Third-party portal rejection of AI-generated content
• Inaccuracies in property data submitted by the Client
• Unauthorized access resulting from the Client's failure to secure credentials
• Acts or omissions of third-party AI model providers, payment processors, hosting providers, or CRM integrations beyond Valevia's reasonable control

7.5 Indemnification

The Client shall defend, indemnify, and hold Valevia and its officers, employees, and contractors harmless from any third-party claim, demand, action, or proceeding (including reasonable legal fees and costs) arising out of:

1. The Client's property data, images, contact details, or other content submitted to the Service (including intellectual property claims by third parties)
2. AI Output the Client approved for publication, transmission, or other external use, including AI Output the Client published without review or despite known errors
3. The Client's violation of applicable real estate advertising law, professional conduct rules, third-party rights (including portal terms of use, intellectual property, privacy, or publicity rights), or these Terms / the DPA

This indemnification does not apply to claims arising from Valevia's gross negligence, wilful misconduct, or breach of its own obligations under these Terms.

Valevia shall promptly notify the Client of any covered claim, allow the Client to control the defence (with counsel reasonably acceptable to Valevia), and cooperate at the Client's expense.

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8. Term, Renewal, Cancellation, and Refunds

8.1 Term

The Agreement begins on the date the Client first accesses the Service and continues for the initial Subscription Period specified in the Order Form.

8.2 Renewal

• Monthly subscriptions renew automatically each month
• Annual subscriptions renew automatically at the end of the 12-month term

8.3 Cancellation

• Either party may cancel with 30 days' written notice before the next renewal date
• Cancellation takes effect at the end of the current billing period — no mid-period refunds for monthly subscriptions
• Annual subscriptions: the Client may cancel with 30 days' notice to the end of the current term. If cancelled before the minimum term expires, the Client remains liable for fees through the end of the minimum term. Note: Under German law (§ 309 Nr. 9 BGB), automatic renewal periods for consumers may not exceed one year and the notice period may not exceed three months. For B2B clients, these restrictions are relaxed but reasonableness applies.

8.4 Refund Policy

• Monthly subscriptions are non-refundable — the Client may cancel at any time, effective end of the current month
• Annual subscriptions are refundable pro-rata within the first 30 days of the subscription term. After 30 days, annual subscriptions are non-refundable
• Billing errors are refunded in full within 14 days of notification

8.5 Tier Changes

• Upgrades take effect immediately with pro-rated billing for the remainder of the current period
• Downgrades take effect at the next billing period — no partial refund is issued for the current period

8.6 Effect of Termination

Upon termination:

• The Client's access to the Platform is revoked
• Valevia retains Client data for 30 days to allow the Client to request an export
• After 30 days, all Client data is deleted per the DPA §8
• Sections 6, 7, and 10 survive termination

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9. Data Protection

Data processing is governed by the separate Data Processing Agreement (DPA), which forms an integral part of this Agreement. Key points:

• Valevia acts as data processor on behalf of the Client (data controller)
• All data is processed and stored in the European Union (Microsoft Azure, EU regions)
• Sub-processors are listed in the Sub-Processor Register and the Client is notified of changes
• The DPA includes specific provisions for Inbox email processing (Schedule B)

See: Data Processing Agreement

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10. General Provisions

10.1 Governing Law

This Agreement is governed by the laws of the Federal Republic of Germany, without regard to conflict of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 Dispute Resolution

Any dispute shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts of [City of UG registration], Germany.

10.3 Amendments

Valevia may update these Terms with 30 days' notice via email to the Client's registered email address. Continued use of the Service after the notice period constitutes acceptance. Material changes to liability, pricing, or data processing require affirmative Client consent.

10.4 Severability

If any provision is found unenforceable, the remaining provisions continue in full force.

10.5 Entire Agreement

This Agreement (including the DPA, Privacy Policy, and any Order Form) constitutes the entire agreement between the parties and supersedes all prior discussions.

10.6 Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, government actions, pandemic, or failure of third-party infrastructure providers.

10.7 Assignment

The Client may not assign this Agreement without Valevia's prior written consent. Valevia may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

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11. Australian Customers

This section applies in addition to the rest of the Agreement where the Client is in Australia.

11.1 Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law (Competition and Consumer Act 2010 (Cth), Schedule 2) that cannot lawfully be excluded. Where our liability for a failure to comply with a consumer guarantee may be limited under s 64A, it is limited (at our option) to re-supplying the service or paying the cost of having it re-supplied.

11.2 Interaction with the liability cap. The limitation of liability in §7 applies subject to clause 11.1, and must not be read to exclude any non-excludable right or remedy under the Australian Consumer Law.