Terms of Service (B2B)

The contract is between Clozo and the organisation named in the account, not the individual who registers it. The person registering warrants that they are authorised to bind the organisation.

A Clozo B2B account is a separate product from a Clozo freelancer account. The two use separate identities, separate credentials and separate data. There is no migration of data between them in either direction.

Clozo provides an invoicing cabinet and an HTTP API for issuing, delivering, tracking and reconciling invoices, together with the supporting functions the product documentation describes. Functionality behind a feature flag or marked as sandbox-only is not part of the contracted service until it is generally available.

Sandbox and Live are separate modes. Sandbox data is not a business record: it may be reset by the organisation at any time and is not retained under the retention terms below.

Issuing documents in Live mode requires business verification. Clozo may decline or revoke Live access where verification cannot be completed, or where issuance would breach the law applicable to the issuing entity.

• the accuracy of the data it submits, including tax identifiers, addresses and amounts
• the correctness of the tax treatment it configures for its own transactions
• keeping its API keys and user credentials confidential, and revoking them promptly when a holder leaves
• the compliance of any endpoint it registers to receive event notifications
• having a lawful basis for the personal data it asks Clozo to process on its behalf

Clozo produces documents and calculations from the data and settings the organisation supplies. Clozo does not provide tax, accounting or legal advice, and nothing in the product is such advice.

Fees, billing period and usage allowances are those agreed in writing with the organisation before Live access is granted. Where no separate agreement exists, the account remains in Sandbox and no fee is due.

Clozo aims for continuous availability and publishes its service-level objectives. Planned maintenance is announced in advance where it is expected to interrupt service. A specific availability commitment applies only where it is stated in a written agreement with the organisation.

Where Clozo processes personal data on the organisation's behalf, the Data Processing Agreement applies and forms part of these terms. It is accepted at registration together with these terms.

Documents issued in Live mode are business records. While the account exists they are immutable: an issued invoice cannot be edited or deleted, on request or otherwise, because a numbered invoice is a statutory record and correcting one is done by issuing a further document. The ten-year retention obligation that follows from that is the organisation's own; on termination the records are returned in full and Clozo then deletes its copies, as section 9 describes.

Either party may terminate on written notice. On termination the organisation may export everything the account holds as a single archive, available for 30 days from the termination date. After that window Clozo deletes the organisation's data in full. Downloading the archive inside that window is therefore how the organisation keeps the records its own retention obligation covers.

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded. Subject to that, Clozo's aggregate liability under these terms is limited to the fees paid by the organisation in the twelve months preceding the event giving rise to the claim, and neither party is liable for indirect or consequential loss.

Clozo gives at least 30 days' notice of a material change to these terms. If the organisation does not accept the change it may terminate before it takes effect.

These terms are governed by the law of the Republic of Cyprus, and the courts of Cyprus have exclusive jurisdiction. The governing language of these terms is English.