Translation pending review. The French version prevails.

GENERAL TERMS AND CONDITIONS OF SALE AND USE OF VALORIZE UP

Version 1.0 of 5 October 2026

Article 1. Who we are

1.1. The site valorizeup.com (the “Site”) is operated by Valorize Solutions SRL, a limited liability company under Belgian law, having its registered office at Rue de Huppaye 40, 1315 Incourt (Belgium), registered with the Crossroads Bank for Enterprises under number 0546.967.261, RPM Brabant wallon, VAT BE 0546.967.261 (“Valorize”, “we”).

1.2. You can contact us by e-mail at contact@valorizeup.com, by telephone on [+32 ...] [days and hours], or by post at the address above. These same means may be used for any question, complaint or request relating to your order.

Article 2. Definitions

In these general terms and conditions (the “GTC”):

• Customer: the person who places an order on the Site. The Customer is either a Consumer or a Business Customer.
• Consumer: any natural person who is acting for purposes which are outside their trade, business, craft or profession. On the Site, a Customer who orders in a personal capacity, with an invoice issued in their own name, is treated as a Consumer.
• Business Customer: any person who orders in the course of their professional activity (company, association, self-employed person), with an invoice issued in their name. This is the case where a person orders in the name of their company, even if they take the training themselves: the Customer is then the company.
• Learner: the natural person to whom a Licence is assigned. Where the Customer is a Consumer, the Learner is the Consumer themselves.
• Course: an online training course offered on the Site (to date: Value Drive), consisting of videos, exercises, materials and feedback from the AI Coach.
• Licence: the personal right of a Learner to access a Course during the Access Period.
• Access Period: three months from Activation, unless another period is indicated on the offer page at the time of the order.
• Activation: [the Learner's first log-in to the Course] [the date of the order].
• AI Coach: the function of the Course that analyses the Learner's answers and provides feedback to them by means of an artificial intelligence system.
• Individual Coaching: videoconference sessions with a coach from the Valorize Solutions team, sold by the hour or by pack.
• Manager Area: the area in which the Business Customer monitors the progress of the Learners to whom it has assigned Licences.

Article 3. Scope and acceptance

3.1. The GTC apply to any order placed on the Site. Before paying, the Customer accepts them by ticking the box provided for that purpose. The applicable version is the one published on the Site on the day of the order; it is sent to the Customer in PDF with the order confirmation.

3.2. The general terms and conditions of purchase of a Business Customer do not apply, unless Valorize agrees in writing. Where an offer or a contract is signed for [10] Licences or more, its specific clauses prevail over the GTC on the matters they govern.

3.3. The contract may be concluded in French, English, Dutch, German, Spanish and Italian. The GTC are available in each of these languages.

3.4. Certain rules apply only to Consumers or only to Business Customers; they expressly say so. No clause of the GTC deprives a Consumer of the rights granted to them by law.

Article 4. The Course and the AI Coach

4.1. The page of each Course describes its content, its estimated working time, the available languages and its features.

4.2. The Course is used online, with an internet connection and a recent browser ([Chrome, Edge, Firefox, Safari], in their two latest versions), on a computer [, tablet or smartphone]. No software needs to be installed. [The videos are in English, subtitled in the languages of the site.] The videos are played online and cannot be downloaded [; the written materials can be downloaded in PDF].

4.3. The AI Coach is an artificial intelligence, not a person. Its feedback is generated automatically on the basis of Valorize's method, which frames its answers. Like any artificial intelligence, it can make mistakes. The Learner reviews each piece of feedback and remains responsible for the use they make of what the AI Coach has given them.

4.4. Valorize commits to the quality of the training and of the feedback, not to a commercial result. The effects of a training course depend on how the Learner applies it.

4.5. A Learner who completes [all the modules and all the exercises] of the Course receives a downloadable certificate of achievement. The certificate attests to the completion of the Course; it does not depend on a score given by the AI Coach.

Article 5. Prices

5.1. Prices are shown in euros on the Pricing page. For Consumers, they are shown inclusive of all taxes. For Business Customers, they are shown exclusive of VAT; VAT is added at the applicable rate. A Business Customer established in another Member State of the European Union that provides a valid VAT number is invoiced without Belgian VAT, under the reverse-charge mechanism.

5.2. The applicable price is the one displayed at the time of the order. It covers access to the Course during the Access Period, with no subscription or renewal.

5.3. Any promotional offer states its period of validity and its conditions. Where an offer announces the price that will apply after it ends, that price is actually applied thereafter.

Article 6. Order, payment and invoice

6.1. Orders are placed online: choice of the Course and of the number of Licences; choice of the name in which the invoice is issued (“My company” or “Myself, in a personal capacity”); entry of the information (name, e-mail and, for a Business Customer, company name, address and VAT number); summary, which can be modified before validation; acceptance of the GTC; payment by means of the “Pay” button, which indicates that the order entails an obligation to pay. The Consumer also chooses, when ordering [or before their access is opened], whether to start right away or at the end of the withdrawal period (Article 8.4).

6.2. Payment is made by card, at the time of the order, through the payment service provider Stripe. Valorize has no access to the card data. For an order based on a quotation, the invoice is payable by bank transfer within [30] days of its date.

6.3. The contract is concluded as soon as the payment is confirmed. Valorize immediately sends by e-mail an acknowledgement of receipt and an order confirmation containing the summary, the GTC in PDF and, for the Consumer, the information on the right of withdrawal, the withdrawal form and, where applicable, the confirmation of their request to start right away. The order remains available for consultation [in the customer area].

6.4. The invoice is issued in the name given at the time of the order and cannot subsequently be changed to another customer. It is sent by e-mail. A Business Customer established in Belgium and liable for VAT receives a structured electronic invoice via the Peppol network. The Business Customer is responsible for the accuracy of the VAT number and of the billing data that it provides.

Article 7. Access and Licences

7.1. Access details are sent by e-mail to each Learner [as soon as the payment is confirmed] [, at the latest within 24 hours]. For a Consumer who has chosen to start at the end of the withdrawal period, access details are sent on the day after the end of that period.

7.2. Each Licence is personal. Log-in details may not be shared or used by several persons.

7.3. The Business Customer designates the Learners in the Manager Area. A Licence that has not yet been activated may be reassigned free of charge to another employee. An activated Licence can no longer be reassigned [, except where the Learner leaves the company before having completed [the first part] of the Course].

7.4. A Licence must be activated within [12] months following the order. After that period, it is deemed to have been activated and the Access Period starts to run.

7.5. At the end of the Access Period, access to the Course is closed. Before that date, the Learner may download their certificate [and a copy of their own exercises]. [An extension may be purchased at the price indicated on the Site.]

Article 8. Right of withdrawal (Consumers)

8.1. The Consumer has a period of 14 days to withdraw from the contract, without having to give any reason. This period expires 14 days after the day of the conclusion of the contract.

8.2. To exercise this right, the Consumer may use the “Withdraw from contract here” button available [in their customer area and in the confirmation e-mail] throughout the period, or inform us of their decision by any unequivocal statement, by e-mail to contact@valorizeup.com or by post to the address given in Article 1. They may use the model form in Annex A, but it is not obligatory. It is sufficient for the decision to be sent before the period expires. Valorize immediately sends an acknowledgement of receipt by e-mail, with the date and time of the withdrawal.

8.3. In the event of withdrawal, Valorize reimburses all payments received from the Consumer without undue delay and at the latest 14 days after having been informed of their decision, using the same means of payment as that used for the order, unless the Consumer has expressly agreed to another means, and at no cost to them.

8.4. Starting right away. The Course and Individual Coaching are services. If the Consumer wishes to start during the withdrawal period, they make an express request to that effect by choosing “I'll start right away”. If they subsequently withdraw, they pay an amount which is in proportion to what has been provided to them until the time they informed Valorize of their withdrawal, in comparison with the full coverage of the contract, calculated on the basis of the total price: for the Course, pro rata to the number of days elapsed since access was opened, out of the Access Period; for Individual Coaching, pro rata to the hours already delivered. This amount is deducted from the reimbursement.

8.5. If the Consumer does not make this request, access is opened to them on the day after the end of the withdrawal period.

8.6. The Consumer can no longer withdraw from a service that has been fully performed, where the performance began with their prior express consent and they acknowledged that they would lose their right of withdrawal once the contract had been fully performed. This is the case, for example, of an Individual Coaching pack all of whose hours have been delivered at their request during the period.

8.7. After the withdrawal, access to the Course is deactivated and the Consumer refrains from using the Course and its materials and from making them available to third parties. No certificate is issued.

Article 9. Business Customers: no withdrawal

9.1. A Business Customer does not benefit from the right of withdrawal provided for Consumers. A validated order is payable.

9.2. Licences that have not been activated remain reassignable in accordance with Article 7.3.

Article 10. Individual Coaching

10.1. Individual Coaching deals with an ongoing deal or business situation. It is reserved for persons who hold an active Licence for the Value Drive or Sales for Non Sales Course, or who have completed one of these Courses.

10.2. Sessions take place by videoconference, with Vincent Flament or a coach from the Valorize Solutions team, and last [one hour]. After the purchase, Valorize sends a preparation e-mail with the questions to be answered about the deal to be worked on, then proposes dates.

10.3. A session may be rescheduled free of charge up to [48] hours before it starts. A session cancelled less than [48] hours beforehand, or which the Customer does not attend, is deemed to have been delivered. If Valorize cancels a session less than [48] hours beforehand, the session is rescheduled and the Customer receives [30 minutes] of additional coaching.

10.4. The hours of a pack may be used for three months from the purchase.

Article 11. Rules of use

11.1. The Customer and each Learner undertake:

• to use the Course for their own training and not to share their log-in details;
• not to copy, record (including by video screen capture), distribute, resell or make available to third parties all or part of the Course;
• not to extract content by automated means and not to use the Course, its content or the AI Coach's feedback to train or feed another artificial intelligence system;
• not to circumvent the technical protection measures or attempt to divert the operation of the AI Coach;
• to enter in the exercises only information that they are entitled to use, to replace people's names with a job title (“the purchasing director”) and not to enter any sensitive data (health, opinions, personal financial data, etc.).

11.2. In the event of a serious breach, Valorize may suspend the access concerned after a formal notice by e-mail that has remained without effect for [7] days. In the event of fraud or of a breach of the security of the Site, the suspension may be immediate; Valorize then informs the Customer without delay.

Article 12. Content of the exercises and confidentiality

12.1. The answers and documents entered by the Learner remain their property or that of their employer. They are processed by Valorize solely to provide the Course: correction by the AI Coach, saving, support.

12.2. Valorize does not disclose this content to third parties, with the exception of its technical subcontractors (hosting, artificial intelligence), who are bound by contract to confidentiality and may not use it to train their own models.

12.3. In the Manager Area, the Business Customer sees the progress of its Learners (modules and exercises completed, completion, certificate). It never sees the content of their exercises. [For an order based on a quotation, the signed offer may provide for a collective summary of what the team is working on, anonymised and aggregated, after the Learners have been informed in advance.]

12.4. Valorize may use anonymous and aggregated statistics (completion rate, average time, frequently asked questions) to improve its Courses.

12.5. Each party protects the confidential information of the other party with the same care as its own, during the contract and for two years after its end.

Article 13. Intellectual property

13.1. The Course, its videos, texts, grids, exercises, methods, tools, question banks, the AI Coach and its instructions, as well as the Valorize and Valorize Up trade marks and logos, are the property of Valorize or of its partners and are protected by copyright and trade mark law.

13.2. Valorize grants each Learner a personal, non-exclusive and non-transferable right to use the Course for their training during the Access Period. Downloaded materials may be kept for personal use or for use within the Business Customer, with their copyright notice.

13.3. No content may be reused in another training course, internal or external, without the written consent of Valorize.

Article 14. Availability and warranty

14.1. Valorize uses reasonable means to ensure that the Site is permanently accessible, except for maintenance, announced where possible, and incidents beyond its control.

14.2. Consumers. Valorize is liable for the conformity of the Course throughout the Access Period, in accordance with Articles 1701/1 to 1701/19 of the former Civil Code. In the event of a lack of conformity, the Consumer may request that the Course be brought into conformity and, under the conditions laid down by law, a price reduction or the termination of the contract.

14.3. Business Customers. Valorize corrects, within a reasonable time, the defects reported to it. If a defect prevents the use of the Course for more than [10] consecutive days, the Access Period is extended accordingly or, at the option of the Business Customer, the part of the price corresponding to the period of unavailability is refunded.

Article 15. Changes to the Course

15.1. Valorize may change the Course during the Access Period for a valid reason: educational improvement, update of content, technical development, security or legal obligation. These changes entail no cost for the Customer, who is informed of them in a clear and comprehensible manner.

15.2. Consumers. If a change has a more than minor negative impact on access to the Course or on its use, the Consumer is informed of it in advance on a durable medium. They may then terminate the contract free of charge within 30 days of the information or of the change, if the latter is later, and obtain a refund of the part of the price corresponding to the remaining period.

Article 16. Liability

16.1. Valorize is liable for faults committed in the performance of the contract. It is not liable for business decisions taken by the Customer or the Learner, nor for the content that they enter in the exercises.

16.2. Business Customers. Except in the event of fraud, intentional fault, serious fault or harm to physical integrity, the total liability of Valorize is limited to the amount paid for the order concerned [, with a minimum of €[5,000]], and Valorize is not liable for indirect damage, such as a loss of turnover, customers or opportunity.

16.3. Consumers. No clause of the GTC excludes or limits the liability of Valorize in the event of fraud, gross fault, non-performance of a main service or bodily injury, nor the rights that the law grants to the Consumer.

Article 17. Force majeure

17.1. Neither party is liable for a delay or a failure to perform caused by an unforeseeable event beyond its control, in particular a major outage of a hosting provider or of an artificial intelligence provider. The Access Period is then extended by the duration of the interruption.

17.2. If the impediment lasts more than three months, either party may terminate the contract in writing; the Customer is refunded the part of the price corresponding to the period not provided.

Article 18. End of the contract

18.1. The contract ends on the expiry of the Access Period. It is not renewed automatically.

18.2. Either party may terminate the contract in the event of a serious breach by the other party that has not been remedied within 15 days of a written formal notice.

Article 19. Late payment

19.1. Business Customers. Any sum unpaid on the due date shall bear, automatically and without formal notice, interest at the rate provided for by the Act of 2 August 2002 on combating late payment in commercial transactions, as well as a fixed compensation of €40 for recovery costs, without prejudice to reasonable compensation for other recovery costs. Valorize may suspend the access concerned after a reminder that has remained without effect for [15] days.

19.2. Consumers. Payment is made when ordering. If a payment is cancelled or rejected, Valorize sends a first reminder free of charge. If the sum is not paid within 14 days following that reminder, in accordance with the terms of Book XIX of the Code of Economic Law, it bears interest at the rate provided for by Article 5, second paragraph, of the Act of 2 August 2002 and a fixed compensation within the limits of Article XIX.4 of the Code of Economic Law. Valorize owes the Consumer interest and compensation of the same amount if it does not refund within the legal time limit a sum that it owes them.

Article 20. Personal data

20.1. Valorize Solutions SRL processes the personal data of the Customer and of the Learners as controller, in accordance with the General Data Protection Regulation. The privacy policy of Valorize Up, available on the Site, describes the data processed, the purposes, the recipients, the retention periods and the rights of the data subjects.

Article 21. Complaints and mediation

21.1. Any complaint may be sent to contact@valorizeup.com. Valorize responds within [10] working days.

21.2. Consumers. If the complaint is not resolved, the Consumer may contact, free of charge, the Consumer Mediation Service, Boulevard du Roi Albert II 8 boîte 1, 1000 Bruxelles, contact@mediationconsommateur.be, www.mediationconsommateur.be. [Valorize agrees to take part in this procedure.]

21.3. Business Customers. The parties first seek an amicable solution and may, by mutual agreement, request the opinion of an expert whose fees they share.

Article 22. Governing law and courts

22.1. The GTC are governed by Belgian law. For a Consumer who resides in another country, this choice does not deprive them of the protection of the mandatory rules of the country of their habitual residence.

22.2. Business Customers. Any dispute falls within the exclusive jurisdiction of the courts of the judicial district of Walloon Brabant. The proceedings are conducted in French.

22.3. Consumers. The competent court is determined by law, in particular Article 624 of the Judicial Code and Regulation (EU) No 1215/2012.

Article 23. Amendment of the GTC

23.1. Valorize may amend the GTC. The new version applies to orders placed after its publication. An order already placed remains subject to the version accepted by the Customer.

Article 24. Miscellaneous provisions

24.1. If a clause is held to be void or unenforceable, the other clauses remain in force.

24.2. The fact that a party does not exercise a right does not constitute a waiver of that right.

24.3. If the Valorize Up business is transferred to another company, Valorize may transfer the ongoing contracts to it. The Customer is informed of this in advance by e-mail. A Consumer may, if the transfer reduces their guarantees, terminate the contract free of charge and obtain a refund of the part of the price corresponding to the remaining period.

Annex A. Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

To Valorize Solutions SRL, Rue de Huppaye 40, 1315 Incourt, Belgium, contact@valorizeup.com:

I hereby give notice that I withdraw from my contract for the provision of the following service: [name of the Course or of the coaching pack].

Ordered on: .......... Order number: ..........

Name of consumer: ..........

Address of consumer: ..........

Signature of consumer (only if this form is notified on paper): ..........

Date: ..........

Annex B. Information on withdrawal

Right of withdrawal. You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (Valorize Solutions SRL, Rue de Huppaye 40, 1315 Incourt, Belgium, telephone [+32 ...], contact@valorizeup.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail). You may use the model withdrawal form, but it is not obligatory.

You can also exercise your right of withdrawal online at [address of the page or of the customer area where the “Withdraw from contract here” button is located]. If you use this online function, we will communicate to you, immediately, an acknowledgement of receipt of such a withdrawal on a durable medium (e.g. by e-mail), including its content and the date and time of its submission.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal. If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.