General Terms of Sale

This summary is provided for ease of reference; the full text of the articles that follow takes precedence.

• Subscriptions are offered by quote and invoiced; online payment is not available. The 7-day trial requires no credit card and never automatically converts to a subscription.
• Subscription plans are billed per sales rep, per month, excluding taxes. Included minutes are shared across the organization; overages are capped. Each message to the AI coach counts as 20 seconds.
• Payment is due within 30 days by default. Monthly subscriptions renew unless a commitment is accepted in the quote; 30 days’ notice is required for price and terms changes.
• Liability is limited to direct damages and capped at the amount paid over twelve months (€1,000 during a free period).
• French law applies; for disputes between businesses, the Nanterre Commercial Court has jurisdiction. Quotes and invoices: billing@clozing.example.

1.1“Publisher” means NOZZL SAS, identified in the Legal Notice. “Customer” means the professional subscribing to the Service for their business. “Service” means Clozing, within the agreed scope.

1.2“Order” means the accepted quote and its commercial appendices. “Subscription” means the right to access the Service for the agreed term. “Sales user license” means a license that can be assigned to a sales rep. “Organization” means the Customer's workspace. “Usage period” means the monthly cycle used to calculate minutes.

1.3“Terms of Service” means the Terms of Service. “DPA” means the Data Processing Agreement for processing the Customer’s personal data. The terms User, Owner, and Customer Content have the meanings specified in the Terms of Service.

2.1Plans are reserved for professionals acting for the purposes of their business. The person signing the Order certifies that they have the authority to bind the Customer. The Publisher may request the information necessary to identify the Customer and issue invoices.

2.2These General Terms of Sale apply to Orders that incorporate them. They do not exclude any mandatory protection that may apply to a professional. Articles L221-18 et seq. of the French Consumer Code do not apply to distance contracts between professionals; the extension provided for in Article L221-3 of the same Code applies only to off-premises contracts. No contractual right of withdrawal is granted; any withdrawal rights that the law makes applicable to a particular situation remain reserved.

3.1The contract consists of the Order, these General Terms of Sale, the Terms of Service, and the DPA. Expressly accepted special terms take precedence over general provisions on the same subject. The DPA takes precedence for processing personal data entrusted by the Customer, without reducing statutory safeguards.

3.2The Customer's purchasing terms apply only if the Publisher has expressly accepted them. An administrative purchase order that does not amend the accepted terms may be used as an invoice reference.

3.3The Pricing page presents the standard offers. The terms applicable to the Customer are those in its Order; an update to the Pricing page does not retroactively modify an active Order.

4.1Quote requests may be sent to billing@clozing.example or through the contact form. The quote identifies the Customer, plan, user licenses, prices excluding VAT, applicable VAT, term, start date, and any additional services. It states its validity period.

4.2The contract is formed when an authorized person accepts the quote without reservation during its validity period. Any change made by the Customer requires the Publisher's written agreement. If no validity period is stated, the quote is valid for 30 days from the date it is issued.

4.3Documents may be accepted by electronic signature or by an electronic written record that identifies the signatory and their agreement. Starting a trial or using a form does not constitute acceptance of a paid Order.

5.1The trial lasts 7 days with no credit card required. It includes 30 minutes of use for the Organization as a whole and up to three sales reps. Messages sent to the AI coach are deducted from these minutes at a rate of twenty seconds per message. Minutes are not allocated separately to each sales rep.

5.2The trial allows the Customer to assess whether the Service meets its needs. It is subject to the Terms of Service and data protection rules. Mechanisms that prevent repeated trials for the same company must be respected.

5.3The trial does not automatically convert to a paid subscription. Continuing on a paid basis after the trial requires an accepted quote. Features may be limited when the trial or its quota expires; data is handled according to the DPA’s retention rules.

6.1The Starter, Pro, Business, and Enterprise offers are described on the Pricing page. Standard offer prices are set per sales rep, per month, excluding taxes. The number of seats, features, and applicable limits are those specified in the Order.

6.2Administrative and management roles do not, by themselves, provide unlimited sales access. The terms of each offer and the Service’s access permissions apply. The Customer keeps assignments up to date and does not share an account among multiple users.

6.3A specific service, integration, or support is included only if it is listed in the Order. Features announced as coming in the future are not part of the commitment to provide the Service unless they are expressly ordered as available.

7.1Prices are stated in euros excluding taxes. Legally applicable taxes are added to the invoice. The agreed price, number of seats, and any additional fees are communicated before the Order is accepted.

7.2A monthly price shown for an annual offer represents a monthly equivalent; the commitment term and total amount of the annual offer are those in the accepted quote. Viewing a price alone does not create an annual commitment.

7.3Any discounts are those expressly granted in the Order. Subscription plan and overage amounts can be viewed on the Pricing page and are not duplicated in these terms. The quote sets out the unit price per seat, the included minutes, the price per additional minute, and any discounts granted; for the relevant Order, it serves as the price schedule under Article L441-1 of the French Commercial Code.

8.1Minutes included in the subscription plan are pooled across the Organization. The available volume depends on the offer and the number of seats counted for the period. The Customer can track usage in the Service.

8.2Usage is calculated based on the duration of call sessions, rounded according to the rules displayed in the Service, and, when the AI coach is used, a flat rate of twenty seconds for each message sent to the coach. Minutes are assigned to their monthly Usage Period, including when the commercial commitment is annual. Unused minutes do not roll over to the next period unless expressly agreed otherwise.

8.3Any estimate of the number of calls that can be made is indicative: conversation lengths vary. In the event of abnormal usage or an interruption attributable to the Service, the Customer may request a review and, if an error is established, correction of the usage calculation or invoice.

9.1Minutes exceeding the included volume may be billed at the agreed rate, up to the overage cap applicable to the Organization. The Customer will be informed of the overage terms before they apply.

9.2The cap limits additional usage and may prevent calls from continuing or starting. The Customer configures the options available to it and may ask the Provider for help understanding their effect. A commercial increase to the cap may not be imposed without the Customer’s consent.

9.3Total additional minutes are calculated for the relevant period. No unlimited overage is promised. Usage statements may be disputed through the invoice dispute procedure.

10.1The Subscription is invoiced in the Customer’s name. Online payment is not available; no credit card is required for the trial. Payment terms are stated in the quote and on the invoice.

10.2Unless a different schedule has been expressly accepted, fixed fees are invoiced at the beginning of each subscription period, and additional usage is invoiced after it is recorded. An annual due date applies only if accepted in the Order.

10.3The Customer must provide accurate billing details, including its name, address, and any required tax identification numbers. A delay in providing an internal reference does not postpone a contractual due date, unless agreed in writing.

10.4When the Customer signs up using a partner code, the Provider discloses to the relevant partner the organization’s name and the pre-tax amount of its first three paid invoices, solely to calculate the partner’s commission. The partner is bound by confidentiality. The Partner Program Terms describe this program.

11.1The Customer must pay invoices using the method agreed in the Order, including by bank transfer. Unless a specific payment period has been accepted, payment is due within 30 days of the invoice date. Mandatory payment periods applicable to business-to-business relationships will be observed.

11.2Payment is deemed made when the funds are received by the Provider. No discount for early payment is granted unless expressly stated in the quote or invoice.

11.3Any anticipated difficulty making a payment may be reported to billing@clozing.example. Any adjustment requires written agreement and applies only to the due dates expressly specified.

12.1For businesses subject to these provisions, any late payment will, starting the day after the due date and without the need for a reminder, incur late-payment penalties calculated on the unpaid amount at a rate equal to three times the applicable statutory interest rate. This rate is stated on invoices and applies in accordance with the French Commercial Code.

12.2A fixed €40 recovery fee is due for each invoice paid late under the conditions set by law. Additional compensation may be claimed upon presentation of supporting documentation if the costs actually incurred exceed this amount. Where the law excludes penalties or the fee, including in the case of a debtor subject to insolvency proceedings, they are not due.

12.3An unpaid invoice may result in suspension if a formal notice remains unheeded for 15 days. The Provider will take into account any well-founded, documented dispute and will favor a proportionate measure. Suspension does not automatically make all future payments under the contract due.

13.1The Customer must submit its claim to billing@clozing.example, specifying the invoice, the amount in question, and the reason. The Customer is encouraged to do so as soon as it discovers the discrepancy to allow for prompt correction; this request does not shorten the statutory time limits for disputing an invoice.

13.2The parties will review relevant statements and supporting documents in good faith. Any undisputed portion remains payable by the due date. If the claim is justified, the Provider will issue a credit note or refund the amount unduly collected.

13.3Usage statements and invoices constitute evidence that may be challenged. They are not deemed conclusive solely because they originate from the Provider's system.

14.1The Service will be made available on the agreed date, subject to the prerequisites specified in the Order. The Customer must appoint an Owner, provide the necessary information, and complete the configuration steps for which it is responsible.

14.2The Provider will provide the features ordered and the support included with the plan. The Provider will notify the Customer of any known issue likely to significantly affect the launch. A due date may be postponed because of the Customer only to the extent that the Customer's delay actually affects the service.

14.3Starting to use the Service does not constitute a waiver by the Customer of the right to report a defect. Any custom services, if applicable, will be subject to the delivery and verification terms set out in their quote.

15.1The initial term and start date are specified in the Order. If no specific term is stated, the Subscription is monthly and renews for successive one-month periods. An annual commitment requires express acceptance.

15.2For a monthly subscription, either party may give written notice of non-renewal before the start of the next period; the Customer must send notice to billing@clozing.example. If the Provider decides not to renew, it will provide at least thirty days' notice, extended to a reasonable period taking into account the length of the business relationship, unless there is a termination ground under Article 22.

15.3A fixed-term commitment other than a monthly one renews automatically only if the Order expressly provides for it, including the renewal and notice terms. Otherwise, any extension requires a new agreement.

16.1Additional seats, a plan change, or an additional service must be requested by an authorized person. Before the Customer agrees, the Provider will communicate the effects on features, quotas, price, and effective date.

16.2Any paid change must be documented in a supplementary quote or written agreement. Any prorated charge must be expressly stated; no automatic proration will be presumed. Unless otherwise agreed, a reduction in the commitment takes effect at the end of the current period.

16.3Downgrading a plan may remove access to certain settings or features. The Customer must organize its exports and adjust its use before the change takes effect. Legal data protection obligations and data subject rights remain applicable regardless of the plan.

17.1The agreed price remains in effect for the current commitment period. Any change to legally payable taxes applies from its effective date and is not considered a price increase for the Service.

17.2Any price change for a renewal period will be notified at least 30 days before it takes effect. The Customer may refuse renewal before the new price takes effect. If the notice period does not give the Customer this option, the previous price remains in effect until a due date that allows the Customer to make that choice.

17.3Substantial changes to the General Terms of Sale do not apply retroactively. They will be communicated with the same notice period and, if they affect the current period, require the Customer's agreement or give the Customer the right to terminate the affected portion without penalty, with a refund of prepaid fees corresponding to the service not provided.

18.1The Customer must pay amounts due, comply with the Terms of Service, administer access rights, and reasonably cooperate with support. The Customer must ensure that the Service meets its needs, including by using the free trial and reviewing the contractual information.

18.2The Customer is responsible for the lawfulness of the Content it provides and the processing instructions it gives. The Customer must inform its employees and, where required, consult their representatives before using the system. The Customer must maintain appropriate human oversight of AI results.

18.3These obligations do not transfer the Provider's own obligations to the Customer. Each party's liability will be assessed in light of its breaches and their connection to the established damage.

19.1The Provider will use reasonable efforts to ensure the Service is available, address incidents, and provide support, which can be reached at support@clozing.example. The Provider does not guarantee that the Service will be entirely error-free or uninterrupted.

19.2Maintenance and updates may be necessary. Planned interruptions likely to significantly affect the Service will be announced where possible. Urgent incidents may require immediate action.

19.3These General Terms of Sale include no quantified SLA, guaranteed availability rate, or guaranteed resolution time. Such a commitment may be provided only through a specific, expressly accepted agreement. The absence of a quantified SLA does not deprive the Customer of remedies in the event of nonperformance.

20.1Rights to the Service and Customer Content, necessary technical permissions, and confidentiality are defined in Articles 12, 17, and 18 of the Terms of Service. Payment of the Subscription does not transfer ownership of Customer Content.

20.2The Data Processing Agreement (DPA) governs the processing of personal data, its security measures and appendices, and Sub-processors. The Privacy Policy describes the Provider's own processing activities.

20.3The Customer may use the results for its business purposes, subject to verification, the AI Notice, and third-party rights. The Provider does not guarantee the accuracy or exclusivity of AI-generated content.

21.1A security threat, unlawful use, material breach of the Terms of Service, or nonpayment under the conditions set out in Article 12 may justify suspension. The measure will be limited to what is necessary and the reasons will be provided to the Customer, unless prohibited by law.

21.2Unless there is an emergency or risk of escalation, the Customer will be notified and given an opportunity to remedy the breach. The Provider will restore access once the cause of the suspension has been resolved, subject to the contract having been duly terminated.

21.3A suspension attributable to the Customer does not cancel payments corresponding to the access rights that remain available to the Customer. If an unjustified suspension is attributable to the Provider, the parties will remedy its consequences, including fees corresponding to the unavailable service, without prejudice to any other applicable remedies.

22.1Either party may terminate the contract if the other party commits a sufficiently serious breach, after giving written notice describing the breach that remains unremedied for 30 days. The notice must state that termination may take place at the end of that period.

22.2An irremediable breach, or one so serious that the relationship cannot continue, may justify immediate termination under the conditions provided by law, by means of a notice stating the reasons. A simple minor error that has been corrected is not sufficient to justify such a measure.

22.3Amounts corresponding to services actually provided remain due. If termination is attributable to the Provider, prepaid fees for the unperformed period thereafter will be refunded. No fixed indemnity equal to all future payments is automatically due; any loss must be established in accordance with applicable law.

23.1Upon expiration or termination, the right to use paid features ends. The Customer must prepare its exports before that date or contact the Provider to arrange the return of data under the DPA. An export does not automatically transfer data to another software product.

23.2Commercial termination, deletion of an account, and deletion of an Organization are separate matters. The Owner may request deletion of the Organization: it will be closed, a seven-day cancellation period will apply, and then the data will be purged and a certificate issued.

23.3Data will not be retained indefinitely solely because no deletion has been requested. The retention periods and end-of-processing instructions in the DPA continue to apply. Accounting documents, contractual evidence, and data required for a dispute will be retained separately for their respective purposes.

24.1Each party is liable for direct, foreseeable, and proven damages caused by its breaches. Lost profits, lost revenue, loss of customers or business opportunities, reputational harm, loss of data that the Customer could have exported but did not, and any third-party claim based on a personnel management decision made by the Customer are considered indirect losses and are not compensable. The Customer retains control over its business and personnel management decisions.

24.2Subject to the exceptions below, the Provider's aggregate liability to the Customer for all harmful events occurring during the same twelve-month period is limited to the amount, excluding taxes, actually paid by the Customer for the Service during the twelve months preceding the first harmful event. During a free trial or any period for which no fee is due, this liability is limited to one thousand euros.

24.3This cap does not apply in cases of gross negligence or willful misconduct, personal injury, or where its application would deprive an essential obligation of its substance. It does not limit the obligation to repay amounts improperly collected or due for a service not provided. It does not limit data subjects’ rights to compensation under the GDPR or liabilities that cannot legally be limited.

24.4The same facts do not give rise to double compensation through the simultaneous application of the Terms of Service, the General Terms of Sale, and the DPA. The parties will take reasonable measures available to them to limit the aggravation of any harm, without being required to assume the other party’s obligations.

25.1Neither party is liable for a failure to perform directly caused by an event meeting the criteria for force majeure under French law. A service provider outage or cyberattack does not automatically constitute such an event: the legal criteria must be met.

25.2The affected party will notify the other as soon as possible, explain the impact on the service, and take reasonable measures to limit the consequences. The affected obligations are suspended for the duration of the impediment.

25.3If the impediment continues for more than 30 consecutive days or makes performance permanently impossible, either party may terminate the affected part of the contract in writing. Services not provided but already paid for will be refunded; services performed remain payable.

26.1Commercial notices will be sent to the contact details listed in the Order. The Customer may contact the Provider at billing@clozing.example for billing matters and at legal@clozing.example for contractual notices. Each party will keep its contact details up to date. A formal notice of default must use a method that establishes receipt.

26.2Electronic writings, accepted versions, logs, and exchanges retained under conditions that allow their integrity to be assessed constitute evidence, subject to contrary evidence and legal requirements. A notice does not constitute acceptance of an amendment when acceptance is required.

26.3Neither party may assign the contract to a third party without the other party’s written consent, except for a transfer resulting from law. Using the service providers described in the DPA does not transfer the Provider’s contractual liability. If the contract can remain in effect, the invalidity of one provision does not invalidate the others.

27.1The contract is governed by French law. Claims should be sent to legal@clozing.example. The parties will seek an amicable resolution without preventing urgent measures or, by that step alone, suspending statutory deadlines for taking legal action.

27.2FOR DISPUTES BETWEEN PARTIES THAT HAVE ALL CONTRACTED AS MERCHANTS, EXCLUSIVE JURISDICTION IS EXPRESSLY ASSIGNED TO THE NANTERRE COMMERCIAL COURT, INCLUDING FOR SUMMARY PROCEEDINGS, IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS FOR INDEMNIFICATION.

27.3For other business Customers, the courts with subject-matter jurisdiction within the jurisdiction of the Versailles Court of Appeal are designated only to the extent permitted by applicable rules. Otherwise, statutory rules of jurisdiction apply. The individual rights of data subjects regarding personal data remain unaffected.

28.1The version attached to or referenced in the Order is the version applicable when the Order is entered into, subject to duly accepted amendments. The Customer may keep a copy and request an earlier version at legal@clozing.example.

28.2The Terms of Service, the Privacy Policy, the DPA, the list of Sub-processors, and the AI Notice supplement these terms according to their respective subject matter.