Version 3.0 — September 4, 2026 — DRAFT
Draft for Legal Review
This document is a working draft. It is not legal advice and has not been reviewed by counsel. It is drafted to adopted positions on every previously open question and awaits counsel's confirmation of the ten points recorded in Vale's Legal Decisions Record. It must be confirmed by a qualified lawyer before Vale accepts members, handles member data, or takes payment. Bracketed items are facts that do not yet exist.
Last updated: [FACT F1 — publication date]
1.1 These Terms of Service ("Terms") govern your membership in Vale and your use of the concierge services we provide by text message, together with our website at thevale.io (together, the "Services").
1.2 The Services are operated by [FACT F2 — Vale operating entity, a British Columbia corporation; interim: DHZ Ventures, a British Columbia sole proprietorship, CBN 738104207BC0002] ("Vale", "we", "us", "our"), registered office [FACT F3 — registered office address], British Columbia, Canada.
1.3 Vale is licensed as a travel agent by Consumer Protection BC, licence number [FACT F4 — licence number; or, if operating under a host agency: "Vale arranges travel services as a branch of [host agency], licensed by Consumer Protection BC, licence number [•]"]. The licence number also appears on our website.
1.4 By applying for membership, accepting an invitation, paying membership fees, or sending a message to the Vale Number, you agree to these Terms, our Privacy Policy, and the tier terms in your welcome materials (together, the "Agreement"). If you do not agree, do not use the Services.
1.5 Entity succession. If the Services are operated by an interim entity at the time you join, this Agreement will be assigned to the incorporated successor entity. We will give you at least 30 days' notice before the assignment takes effect, and you may cancel under Section 6.5 before it does. Your rights under this Agreement are not diminished by the assignment.
All amounts in this Agreement are in United States dollars unless stated otherwise.
3.1 What we do. Vale provides personal concierge and lifestyle-management services to admitted Members. You contact Vale by text message to the Vale Number. Requests may include travel, lodging, dining, ground transportation, air charter, event access, and everyday logistics.
3.2 What we are not. Vale is not an airline, air carrier, hotel, restaurant, ground-transport operator, venue, tour operator, or other provider of the services you ask us to arrange. Our role is described in Section 7 and is central to this Agreement.
3.3 Scope varies by tier. The scope of the Services varies by membership tier (Section 5) and is stated in your welcome materials. Requests outside your tier's scope may be declined; we will tell you plainly when something is beyond your membership.
3.4 How requests are handled — required disclosure. Messages you send to the Vale Number are processed in part by automated software systems, including artificial-intelligence systems, which read message content in order to understand your request, draft responses, and complete Bookings that can be completed automatically. Requests that cannot be completed that way — including those requiring judgment, negotiation, or a relationship with a Supplier — are handled by a member of our concierge team.
We present a single service voice and do not label individual messages as automated or human. We will never tell you a message came from a person when it did not. If you ask whether you are communicating with a person, we will answer truthfully and connect you with one. You may at any time ask that a request, or all of your requests, be handled by a person. This disclosure also appears in your welcome materials and in the reply to HELP.
Automated systems cannot complete an Irreversible Transaction or exceed your Spend Cap; those limits are enforced by our systems independently of the automated system's output (Section 8).
3.5 Discretion to decline. We may accept or decline any request at our discretion. We do not service requests that are unlawful; that involve controlled substances, weapons, or adult entertainment; that would require Vale or a Supplier to act improperly or in breach of a Supplier's own rules; or that would breach applicable sanctions or export-control law. Repeated abusive, indecent, or unlawful requests are grounds for termination under Section 19.
3.6 Not an emergency service. The Services are not an emergency service. Vale does not provide medical, security, evacuation, or emergency response, and the Vale Number must not be used to summon emergency assistance. In an emergency, contact your local emergency services.
If you tell us you are in danger, we will tell you to contact local emergency services. If you have given us a security contact and you ask us to, we will contact that person. We do not monitor the thread for distress and we do not undertake to respond to it within any particular time.
3.7 Availability. We aim to make the Services available at all times but do not warrant uninterrupted availability. The Services depend on mobile networks, messaging carriers, and third-party platforms we do not control (Section 17.4).
3.8 Your preference profile. A core part of the Services is that we learn from what you ask for. We build and maintain a private profile from your requests and, in particular, from Bookings actually made on your behalf — the Suppliers used, the arrangements kept, the options declined — so that over time you do not have to repeat yourself and we can anticipate what you are likely to want. As that profile matures we may propose arrangements before you ask for them. A proposal is never a Booking; nothing is committed without Section 8.
You may at any time ask us what the profile contains, ask us to correct or remove anything in it, or ask us to stop recording a particular category of information. We keep a record of any category you have asked us not to record and we honour it. Doing so may reduce the quality of the Services, and we will tell you where it does. Our handling of this information is governed by the Privacy Policy.
4.1 Membership is by application or introduction only and is granted at our sole discretion. We may decline any application without giving reasons.
4.2 You must be at least 18 years of age (or the age of majority where you reside, if higher) and legally able to enter a binding contract.
4.3 Membership is personal and non-transferable. You may not hold a membership for another person, company, or organisation, and you may not permit anyone other than a Delegate to use the Services under your membership.
4.4 Accuracy, verification, and sanctions. You confirm that the information you give us in your application and afterwards is true and accurate and that you will keep it current. We may verify it, including through publicly available sources, in accordance with the Privacy Policy. You represent that you are not, and are not acting for, a person subject to applicable sanctions. We screen every applicant and every Delegate against applicable Canadian and United States sanctions lists before admission and periodically afterwards.
4.5 Delegates. You may authorise named individuals — for example an assistant, agent, family member, or business manager — as Delegates who may make requests on your behalf, using the Delegate authorisation form in your welcome materials. You are responsible for all requests made and all charges incurred by your Delegates as if made by you, and you must ensure your Delegates comply with these Terms and keep the Vale Number and your membership confidential. You may revoke a Delegate's authority at any time by notifying us; revocation takes effect when we acknowledge it.
4.6 Delegate limits. A Delegate may not: change your Spend Cap; add or remove another Delegate; change the payment method on file; confirm an Irreversible Transaction; or make a request to delete your information. Those actions require you.
4.7 Where we do not currently admit members. We do not currently admit residents of Quebec (Section 21.5), the European Union, or the United Kingdom. Residents of certain United States states may be admitted only after we have confirmed our registration position in that state. We will tell you at application if this affects you.
5.1 Vale offers two membership tiers.
Default Spend Caps, and any other tier-specific terms, are stated in your welcome materials.
5.1a Introduced members. Where you are introduced to Vale by an agency, management company, or similar organisation that has an arrangement with us, your Member fee is reduced by 20% for the first twelve months. That organisation receives no fee, commission, or share of what you pay, and no share of any Supplier commission we earn. See Section 10.6. We will tell you in writing in your welcome materials that the arrangement exists.
5.2 A House arrangement for organisations, agencies, and teams may be offered by separate written agreement. It is not available by application and is not governed by these Terms.
5.3 We may introduce, modify, or withdraw tiers. Changes affecting your tier are subject to the notice provisions in Section 6.4 and Section 20.
6.1 Fees. Membership fees are charged monthly in advance to your payment method on file, in United States dollars, plus applicable taxes including GST, PST, or HST where they apply to you.
6.2 What the fee does and does not cover. The membership fee covers access to the Services. It does not cover the cost of anything we arrange for you. Supplier costs, deposits, fares, rates, gratuities, taxes, and third-party fees are additional and are payable by you under Section 9.
6.3 Automatic renewal — clear and conspicuous disclosure.
We obtain your affirmative consent to this renewal separately from your consent to these Terms as a whole, before your first charge, and we send you an acknowledgement by email recording the renewal terms, the fee, and how to cancel.
6.4 Price changes. We will give you at least 30 days' notice by message and by email before any change to your fee. If you do not accept the change, you may cancel before it takes effect and the existing rate applies until then.
6.5 Cancellation by you. You may cancel at any time, by any of these methods: sending a message to the Vale Number; emailing hello@thevale.io; or writing to our registered office. Cancellation is effective at the end of the current billing month. We will not require you to speak to a retention agent, complete a survey, or take any step more onerous than the step by which you enrolled. We will confirm your cancellation in writing.
6.6 No refund of membership fees. Except under Section 6.7 and Section 19.3, and except where a refund is required by law, membership fees already paid are not refunded on cancellation. This does not affect amounts held for you under Section 9.
6.7 Fourteen-day cooling-off. If you cancel within 14 days of your first membership charge, we will refund that charge in full. Bookings already made in that period remain subject to the Supplier's terms and are not refunded by Vale. Nothing in this section limits any non-waivable cancellation, cooling-off, or refund right you have under the law of your place of residence; where such a right applies, it prevails.
7.1 We arrange; Suppliers perform. When you ask us to arrange something, we act as an intermediary between you and the Supplier. The Supplier — not Vale — performs the service. Your contract for the flight, room, table, car, or event is with the Supplier, on the Supplier's own terms, and those terms bind you.
7.2 Agency. We act as your agent in dealing with Suppliers. We do not act as the Supplier's agent for the purpose of accepting your money or forming your contract, and we have no authority to bind a Supplier beyond what that Supplier grants us. For air charter, Section 11 applies in addition.
7.3 Supplier terms. Supplier terms — including cancellation policies, change fees, deposit forfeiture, minimum spends, and conduct rules — apply to you directly. We will tell you the material terms of an Irreversible Transaction before you confirm it (Section 8.3). We are not responsible for a Supplier's terms and cannot waive them.
7.4 We do not contract as principal. We do not purchase services in our own name for resale to you. Where a Supplier will not contract with you directly, we will tell you, and we may be unable to arrange that request.
7.5 Not a guarantee of availability or outcome. We do not guarantee that any request can be fulfilled, that any particular Supplier, table, room, aircraft, or access will be available, or that a price quoted by a Supplier will remain available. Recommendations and suggestions we make are opinions, not warranties.
7.6 Supplier selection. We select Suppliers using our judgment and our relationships. We do not warrant any Supplier's performance, licensing, insurance, or safety, and Suppliers are independent contractors, not our employees or agents. Section 10 explains how our compensation may relate to Supplier selection.
8.1 Spend Cap. You set a monthly Spend Cap — the maximum aggregate amount we may commit on your behalf without asking you first. Your tier sets a default, stated in your welcome materials; you may raise or lower it at any time by instructing us. Changes take effect when we acknowledge them.
8.2 Acting within the Cap. Below the Spend Cap, and only for reversible, low-stakes arrangements, we may act on your instruction without a further confirmation step, and we will tell you what we did.
8.3 The Confirmation Gate. We will not complete an Irreversible Transaction without your express confirmation in the message thread. Before you confirm, we will tell you the total cost, the Supplier, the cancellation terms, any element that is non-refundable, and whether we receive compensation from that Supplier (Section 10.3). A general instruction to "handle it", an instruction given in advance, or a Delegate's instruction (Section 4.6) is not a confirmation for this purpose. This control is enforced in our systems and cannot be bypassed by the automated systems described in Section 3.4.
8.4 Cap is a ceiling, not a budget. The Spend Cap limits what we may commit without asking. It is not a spending commitment, a credit line, or a guarantee that we will spend up to it.
8.5 Your responsibility for authorised spend. You are responsible for amounts properly committed within your Spend Cap or confirmed under Section 8.3, including where the commitment was made by a Delegate acting within Section 4.5.
8.6 Errors. If we commit an amount in excess of your Spend Cap without confirmation, or complete an Irreversible Transaction without a confirmation that satisfies Section 8.3, we will use reasonable efforts to unwind it and, to the extent it cannot be unwound, we will bear the resulting cost up to the amount of that transaction. This Section 8.6 is your primary remedy for a breach of the Confirmation Gate. It is not subject to the cap in Section 18.1, and Section 18.2 does not apply to it.
9.1 Payment method. You authorise us to charge your payment method on file for membership fees and, subject to Section 8, for amounts properly incurred on your behalf. Card details are entered directly with our payment processor; they never pass through our systems and we do not store full card numbers. You must never send card details, passwords, or other credentials in a message to the Vale Number.
9.2 Suppliers are paid directly wherever possible. Our default is that the Supplier takes payment from you directly, and your payment obligation for that Booking is to the Supplier. We accept payment for travel services through Vale only where a Supplier requires it. We are never the merchant of record for scheduled air transportation.
9.3 Trust monies. Where we do receive money from you for travel services, it is held in a designated travel trust account at a savings institution in British Columbia and is dealt with in accordance with the Travel Industry Regulation, B.C. Reg. 296/2004. It is held separately from Vale's operating funds and from membership fees. [FACT F5 — trust account particulars. This account must exist before the first travel payment is accepted.]
9.4 Third-party charges. You are responsible for taxes, resort fees, fuel surcharges, landing and handling fees, gratuities, incidentals, currency-conversion charges, and any other amount a Supplier charges you directly.
9.5 Chargebacks. If you dispute a charge, contact us first. Initiating a chargeback for an amount properly incurred under Section 8 is a breach of this Agreement and may result in suspension under Section 19.
9.6 Failed payment. If a membership charge fails, we will tell you. If it remains unpaid after 7 days we may suspend the Services, and after 30 days we may terminate under Section 19.2. We do not charge interest or administration fees on late payment.
10.1 Membership fees. Our primary compensation is the membership fee you pay.
10.2 Supplier commissions — disclosure. We may also receive commissions, referral fees, preferred-agent compensation, marketing allowances, or other benefits from Suppliers when you book through us. This is standard in the travel and hospitality industries. It means a Supplier we recommend may be one that compensates us.
10.3 What we undertake. We will not recommend a Supplier that we believe is materially worse for you because it pays us more. Because we act as your agent (Section 7.2), we disclose our compensation proactively:
For air charter, Section 11 imposes further obligations.
10.4 Black tier commission credit. If you are a Black member, any commission we actually receive from a Supplier in connection with your Bookings is credited to your account within 60 days of our receiving cleared funds, net of any tax we are required to remit on it. The credit is applied against your next membership fee or Booking charge and appears as a line on your monthly statement. If your membership ends while a credit is unapplied, we pay it to you. This applies to commissions received; where a Supplier compensates us in a form that is not a cash commission, we will tell you what it was.
10.5 No undisclosed markup. We do not add an undisclosed markup to a Supplier's price. Where we quote you a price that includes a Vale fee, we will identify the fee.
10.6 Organisations that introduce you. Where an agency, management company, or similar organisation introduces you to Vale:
11.1 Our capacity. For each charter we arrange, we will tell you the capacity in which we are acting — as your agent, as agent for the carrier, or as principal — and the identity of any other broker between us and the operator.
11.2 Operator identity. Before you enter into a charter contract, we will tell you the corporate name of the direct air carrier that will be in operational control of the aircraft, together with any other name under which that carrier holds itself out to the public. Vale is not an air carrier and does not operate aircraft.
11.3 Insurance. [FACT F6 — insert once E&O and any aviation-specific cover is bound. Form: "Vale carries liability insurance covering its charter-brokerage activity with limits of USD [•] per claim" or "Vale does not carry liability insurance specific to charter brokerage." Whichever is true.]
11.4 On request, we will also tell you: the total cost of the charter including all taxes and fees; any charge you will pay directly to a third party; and the existence of any corporate or business relationship between Vale and the carrier that may have a bearing on our selection of that carrier.
11.5 Confirmation. Every charter is an Irreversible Transaction and passes through the Confirmation Gate (Section 8.3) without exception.
12.1 You will: give us accurate information, including for travel documents; comply with Supplier terms; behave lawfully and civilly toward our staff and Suppliers; and keep the Vale Number and your membership confidential.
12.2 You will not: resell, share, or commercialise the Services; use the Services for any unlawful purpose; ask us to obtain anything by improper means; or use the Services in a way that damages our relationships with Suppliers.
12.3 Travel documents and entry requirements. You are responsible for holding valid passports, visas, permits, and health documentation. We may tell you what we understand to be required, but that is assistance, not advice, and you must verify it. We are not liable for denied boarding or entry.
12.4 Conduct toward Suppliers. Our ability to serve you depends on relationships we hold with Suppliers. Conduct that damages those relationships is a material breach.
13.1 Consent. By providing your mobile number and enrolling, you consent to receive text messages from Vale at that number in connection with the Services, including confirmations, itineraries, and messages needed to handle your requests. Message and data rates may apply. Message frequency varies.
13.2 Marketing messages are separate. We will only send you promotional messages if you separately opt in. You may decline promotional messages and remain a Member with full service messaging.
13.3 STOP and HELP. Reply STOP to stop messages and HELP for help. We support the common variants (STOP, END, QUIT, CANCEL, UNSUBSCRIBE, and for help, HELP and INFO).
13.4 Revocation by any reasonable means. You may revoke your consent at any time by any reasonable means — not only by replying STOP. Telling us in words in the thread, emailing us, or telling a concierge is effective. We will honour a revocation promptly and in any event within 10 business days. You may revoke promotional messages only, or all messages; tell us which, and if it is unclear we may send a single message asking.
13.5 Effect on the Services. Because the Services are a messaging service, revoking consent to all service messages means we cannot provide the Services, and we will treat it as a cancellation under Section 6.5.
13.6 Your mobile information is not shared. We do not share your mobile number or your consent to receive messages with any third party for their marketing purposes.
13.7 Carriers. Mobile carriers are not liable for delayed or undelivered messages. We are not responsible for carrier failures (Section 17.4).
14.1 Our obligation. We treat your identity, your requests, your travel, and everything we learn about you as confidential. We will not disclose that you are a Member, use your name or likeness in marketing, publish member counts, or offer you as a reference, without your prior written consent.
14.2 Our people. Everyone who works on the Services — employees, concierges, contractors, and operators — signs a written confidentiality agreement before they can access any information about you, and that obligation is perpetual.
14.3 Disclosure to Suppliers. We disclose to a Supplier only what the Supplier needs to fulfil your request. Where discretion requires it, we will make arrangements without identifying you where the Supplier permits.
14.3a Affiliation. To secure arrangements that are not otherwise available, we may tell a Supplier the category of member we are booking for — for example, that we represent professional athletes and that the booking is for a professional athlete and their family. At onboarding we ask whether you permit this, and we record your answer; you can change it at any time. We will not name you, or identify your team, club, or employer, without your specific permission for that Booking. Where you have withdrawn permission, we will tell you plainly if it limits what we can secure.
14.4 Legally compelled disclosure. We may disclose information where required by law. Where we are permitted to tell you, we will.
14.5 Your obligation. You will keep confidential any non-public information about Vale's Supplier relationships, methods, and pricing, and the identity of other Members if you learn it.
14.6 Other members. We do not tell you who else is a member, and we do not tell anyone that you are one. If we ever offer to introduce you to another member, it will be because both of you have separately agreed to that specific introduction — we will never disclose your presence, location, or identity to another member on the basis of a general permission, and never automatically.
15.1 Vale owns the Vale name and marks, the Services, and all associated content and software, whether or not registered.
15.2 You receive a personal, non-exclusive, non-transferable, revocable right to use the Services for your own purposes during your membership. Nothing else is granted.
15.3 Feedback. If you give us suggestions, we may use them without obligation to you.
16.1 Our handling of your personal information is governed by the Privacy Policy, which forms part of this Agreement.
16.2 In summary, and without limiting the Privacy Policy: we collect what we need to serve you; we build a preference profile so you do not repeat yourself; message content is processed by automated systems including AI systems under human oversight (Section 3.4); we encrypt the content of your messages before storing it; we share with Suppliers only what a request requires; and we do not sell your personal information or use it for advertising.
17.1 The Services are provided with reasonable care and skill. Except as expressly stated in this Agreement and to the fullest extent permitted by law, we disclaim all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise.
17.2 Suppliers. We are not liable for the acts, omissions, defaults, insolvency, negligence, or misconduct of any Supplier, or for the quality, safety, legality, or fitness of anything a Supplier provides. Your remedy for a Supplier's failure is against the Supplier. We will give you reasonable assistance in pursuing it.
17.3 Information. Recommendations, availability information, prices, and descriptions we pass on come from Suppliers and public sources. We do not warrant their accuracy.
17.4 Systems and carriers. We are not liable for failures of mobile networks, messaging carriers, internet infrastructure, or third-party platforms, or for messages that are delayed, misdirected, or undelivered for reasons outside our control.
17.5 Statutory rights preserved. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded — including non-waivable rights under the BC Business Practices and Consumer Protection Act and the consumer-protection law of your place of residence.
18.1 Subject to Section 17.5 and Section 8.6, our total aggregate liability to you arising out of or in connection with this Agreement in any 12-month period is limited to the greater of (a) the membership fees you paid us in that period, and (b) USD 25,000 [FACT F9 — replace if the E&O underwriter sets a different figure].
18.2 We are not liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of reputation, or loss of enjoyment.
18.3 Allocation of risk. You acknowledge that the fees reflect this allocation of risk, that the amounts we arrange on your behalf may greatly exceed the fees you pay us, and that Section 8.6 is the specific remedy for the failure most likely to cause you loss.
19.1 By you. Under Section 6.5.
19.2 By us, for cause. We may suspend or terminate immediately for material breach, including abusive or unlawful conduct, conduct damaging to Suppliers, non-payment under Section 9.6, misrepresentation in your application, a sanctions match, or conduct that exposes Vale to legal or reputational risk.
19.3 By us, without cause. We may terminate on 30 days' notice. If we do, we will refund membership fees for the unexpired period and use reasonable efforts to complete or safely hand over Bookings already made.
19.4 Effect. On termination, the Services stop. Bookings already confirmed with Suppliers remain subject to Supplier terms. Amounts you owe remain payable. Any unapplied credit under Section 10.4 is paid to you. Sections 9, 10, 14, 15, 17, 18, 20, 21 and 22 survive.
19.5 Your data. On termination we retain and delete your personal information in accordance with the Privacy Policy and our legal obligations, including travel-industry record-keeping requirements.
20.1 We may change these Terms. For changes that materially affect your rights, we will give you at least 30 days' notice by message to the Vale Number and by email to the address on file, and the change takes effect at the start of the next billing month after the notice period. If you do not accept a material change, you may cancel under Section 6.5 before it takes effect.
20.2 Non-material changes take effect on posting.
20.3 We will keep prior versions available and will date each version.
21.1 This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable there, and the courts of British Columbia have jurisdiction.
21.2 Mandatory consumer law preserved. If you reside outside British Columbia, Section 21.1 does not deprive you of the protection of any mandatory provision of the law of your place of residence, and you may bring proceedings there where that law gives you the right.
21.3 Quebec. If you reside in Quebec, nothing in this Agreement waives any right under the Consumer Protection Act (Quebec), and any provision of this Agreement that would require arbitration or waive participation in a class action does not apply to you.
21.4 No arbitration clause. This Agreement contains no mandatory arbitration clause and no class-action waiver.
21.5 Language, and Quebec. These Terms are offered in English. We do not currently admit members resident in Quebec, because the Charter of the French Language requires that a contract of this kind be offered to a Quebec resident in French before any English version, and we do not yet offer a French version. When we do, we will offer it first.
22.1 Entire agreement. The Agreement is the entire agreement between us and supersedes prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation.
22.2 Severability. If a provision is unenforceable, the rest continues in force.
22.3 No waiver. A failure to enforce is not a waiver.
22.4 Assignment. You may not assign. We may assign as described in Section 1.5 or in connection with a corporate reorganisation or sale, on notice to you.
22.5 Notices. To you: at the mobile number and email on file. To us: hello@thevale.io, or in writing to [FACT F3 — registered office address].
22.6 Force majeure. Neither party is liable for failure to perform caused by events beyond reasonable control, including natural events, war, civil unrest, epidemic, strike, carrier failure, government action, or infrastructure failure.
22.7 Third parties. No person other than you and Vale has any right to enforce this Agreement.
22.8 Relationship. Nothing creates a partnership, joint venture, or employment relationship.