Terms of Service

1. Acceptance of Terms

By creating a Clozo account or using the service, you agree to these Terms of Service. If you do not agree, do not use the platform.

2. The Service

Clozo provides a software-as-a-service platform for freelancers and small businesses to create proposals, collect electronic signatures, send invoices, and receive payments. The service is provided "as is" and we reserve the right to modify or discontinue features with reasonable notice.

3. Account Responsibilities

• You must be at least 18 years old and legally able to enter contracts
• You are responsible for keeping your login credentials secure
• You are responsible for all activity under your account
• You must provide accurate business information (name, VAT number, address)
• One person or legal entity per account — no sharing accounts

4. Acceptable Use

You may not use Clozo to:

• Conduct illegal activity or facilitate fraud
• Send unsolicited communications (spam) to your clients
• Misrepresent your identity or business
• Reverse-engineer or attempt to access systems beyond your authorised scope
• Overload the service in ways that impair other users' access

5. Electronic Signatures

Clozo provides electronic signature functionality. Signatures collected through the platform are Simple Electronic Signatures (SES) under Article 3(10) of eIDAS Regulation (EU) No 910/2014, backed by a 10-year SignatureAudit row (typed name, PIN-gated email-possession check, IP address, User-Agent, full request headers, consent record). Under Art. 25(1), a Clozo signature shall not be denied legal effect or admissibility as evidence in legal proceedings solely on the grounds that it is in electronic form. Strict equivalence to a handwritten signature under Art. 25(2) is reserved for Qualified Electronic Signatures (QES, Art. 3(12)), which Clozo does not issue. You are responsible for ensuring the signing party has authority to bind any organisation they represent and for confirming that SES is sufficient under the governing law of your specific contract; for notarised acts, certain regulated financial-services products, court submissions in some Member States, and public-sector contracts under eIDAS Art. 27 where the receiving body explicitly demands AES or QES, a separate qualified-signature flow is required. Clozo is not a party to any contract between you and your clients.

6. Payments

Payment processing is handled by Stripe. By accepting payments through Clozo, you also agree to Stripe's Services Agreement. Stripe's payment-processing fees apply to each transaction at the rate Stripe sets and discloses in its own pricing pages (typically 1.5%–2.9% plus a fixed component per transaction). Clozo does not charge any additional per-transaction fee — your subscription (Free, Pro, or Unlimited) is your only platform cost. Subscription fees are exclusive of VAT where applicable.

7. Your Data

You retain ownership of all content you create in Clozo (proposals, invoices, client data). By using the service, you grant Clozo a limited licence to store, process, and transmit this content solely for the purpose of providing the service. We do not sell your data to third parties. See our Privacy Policy for full details.

Our Data Processing Agreement (DPA) governs our role as a data processor when handling your clients' personal data on your behalf (Art. 28 GDPR). Accepting the DPA is a condition of registration.

8. Subscriptions, Cancellation & Refunds

Clozo operates on a monthly subscription basis (Pro €12/month, Unlimited €22/month). Subscriptions renew automatically. You may cancel at any time through Settings → Billing or by contacting support@useclozo.com; cancellation takes effect at the end of the current paid period and you keep full access until then. For users in Germany, the cancellation flow honours the BGB §312k Kündigungsbutton requirement — the same in-app cancel control that initiates termination is also accessible from Settings → Billing without further authentication burden. Goodwill refund window: if you cancel within 3 days of your first paid charge, contact support@useclozo.com with your account email and we will issue a full refund within 5–10 business days back to the original payment method, together with a VAT credit note. After that 3-day window all charges are non-refundable; cancellation simply stops future renewals. Plan downgrades (Unlimited → Pro, Pro → Free) take effect at the next renewal date — you keep your higher-tier features until then. Plan upgrades take effect immediately, with a prorated charge for the remaining days of the current period (you can preview the exact amount before confirming). Clozo is intended for use in your professional or business activity (freelance, sole proprietorship, sole trader); if you signed up confirming business use, the EU 14-day cooling-off right under Directive 2011/83/EU (Consumer Rights Directive) does not apply because the contract is concluded between businesses (B2B). Consumer users (private individuals not acting in a business capacity) retain their statutory withdrawal rights — including under the national transpositions of the Consumer Rights Directive (e.g. Real Decreto Legislativo 1/2007 Art. 102 in Spain, Code de la consommation Art. L221-18 in France, BGB §355 in Germany) — see Section 12 for the contact channel. Refunds you issue to your own clients (proposal-level deposits, milestone refunds, amendment-driven Δ_REFUND credit notes) are governed by your contract with the client and by the Clozo amendment workflow; the underlying audit and accounting records (deposit invoice, credit note, amended Service Agreement, SignatureAudit row) are retained for the statutory 10-year window even where a client invokes the right to erasure under GDPR Art. 17, because Art. 17(3)(b) preserves retention required for compliance with a legal obligation.

9. Limitation of Liability

To the fullest extent permitted by law, Clozo's liability for any claim arising from use of the platform is limited to the fees you paid in the 12 months preceding the claim. We are not liable for indirect, consequential, or loss-of-profit damages. Nothing in these terms limits liability for fraud, death, or personal injury caused by our negligence.

10. Governing Law

These Terms are governed by the laws of the European Union and applicable member state law. Disputes shall be resolved in the competent courts of the jurisdiction in which Clozo is registered. EU consumer protection rights are not affected by this clause.

11. Changes to These Terms

We may update these Terms with 30 days' notice for material changes. Continued use after the notice period constitutes acceptance. We will notify you by email and in-app banner.

12. Scope of e-invoicing service

Clozo generates electronic invoice records in formats including (but not limited to) FacturaE, Factur-X / ZUGFeRD, FatturaPA, XRechnung, KSeF XML, ebInterface, and Peppol UBL, and performs VIES validation for EU B2B reverse-charge logic. Submission of these records to national tax authorities — for example Verifactu submission to Spain's AEAT under Royal Decree 1007/2023, SdI submission for Italian FatturaPA, KSeF submission for Polish e-invoicing, or Chorus Pro for French B2G — is your responsibility, or that of your accountant or chosen submission partner. Clozo does not act as a Certified Billing Information System (SIF) under Royal Decree 1007/2023 in v1; we are working towards Verifactu-direct submission capability ahead of the 1 July 2027 deadline for self-employed taxpayers. Where Clozo provides direct submission integrations in the future, this clause will be updated and we will publish the change as a material amendment under §11. The validity period for invoice retention is governed by §7 of these Terms and our Privacy Policy and is unaffected by this clause.

13. Receiving client payments (Stripe Connect)

When you use Clozo to collect payments from your own clients, funds are processed through your connected Stripe account (Stripe Connect, direct charges). The following terms apply in addition to Section 6:

• Payouts to your bank account are made on a rolling schedule, typically around 7 days after a client's payment clears. This delay helps cover the refund and chargeback window.
• For client payments you — not Clozo — are the merchant of record. You are responsible for the underlying goods or services, for issuing refunds, and for responding to disputes and chargebacks raised by your clients.
• If a refund, dispute, or chargeback results in a negative balance on your account after funds have been paid out, you are responsible for repaying that amount. You authorise Clozo and Stripe to recover negative balances from your account balance, future payouts, or reserves, and you agree to reimburse Clozo for any negative balance it is required to cover on your behalf.
• You confirm that your business and the services you sell are not in a category restricted or prohibited by Stripe. Clozo may suspend payment collection for accounts that fall within restricted categories.
• Clozo may pause payouts or suspend payment collection where required for risk, fraud-prevention, legal, or compliance reasons, or where Stripe requires it. We will notify you and explain what is needed to restore your account to good standing.
• Receiving client payments also requires you to accept Stripe's Connected Account Agreement during onboarding, in addition to these Terms.

14. Contact

For questions about these Terms: legal@useclozo.com

Consumer dispute resolution (EU): the European Commission provides an Online Dispute Resolution (ODR) platform at ec.europa.eu/consumers/odr. Our contact email for consumer complaints is legal@useclozo.com. We are not obliged to participate in ADR proceedings but will consider reasonable requests.