Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Closed Ltd ("Closed", "we", "our", or "us") governing your access to and use of the Closed platform, including any related services, features, and content (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.

2. Description of Service

Closed is a proposal software platform that enables agencies and businesses to create, send, track, and manage professional proposals. Our Service includes features such as:

• Proposal creation and customisation tools
• Real-time proposal engagement analytics
• Electronic signature collection
• Payment integration and invoicing
• Team collaboration features
• CRM and third-party integrations
• White-label and custom branding options

3. Account Registration

To use the Service, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorised access

You must be at least 18 years old and have the legal authority to enter into these Terms. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation.

4. Subscription and Billing

4.1 Subscription Plans

The Service is offered under various subscription plans with different features and pricing. Current pricing is available on our website. We reserve the right to modify pricing with 30 days notice.

4.2 Payment Terms

Subscription fees are billed in advance on a monthly or annual basis. By subscribing, you authorise us to charge your payment method automatically. All fees are non-refundable except as required by law or as expressly stated in these Terms.

4.3 Free Trial

We may offer a free trial period. At the end of the trial, your account will automatically convert to a paid subscription unless you cancel before the trial ends. We will notify you before the trial period expires.

4.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until then.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Send proposals containing false, misleading, or fraudulent information
• Harass, abuse, or harm another person
• Send unsolicited bulk communications (spam)
• Distribute malware or other harmful code
• Attempt to gain unauthorised access to the Service or other users accounts
• Interfere with or disrupt the Service or servers
• Reverse engineer or attempt to extract source code
• Use the Service to compete with Closed
• Resell or redistribute the Service without authorisation

We reserve the right to suspend or terminate accounts that violate these terms.

6. Your Content

6.1 Ownership

You retain ownership of all content you create, upload, or include in proposals ("Your Content"). We do not claim ownership of Your Content.

6.2 Licence Grant

By using the Service, you grant us a limited, worldwide, non-exclusive, royalty-free licence to use, copy, store, transmit, and display Your Content solely to provide and improve the Service. This licence ends when you delete Your Content or close your account.

6.3 Responsibility

You are solely responsible for Your Content and represent that you have all necessary rights to include it in proposals. We do not endorse or guarantee the accuracy of any user content.

7. Electronic Signatures

The Service allows you to collect electronic signatures on proposals. You acknowledge that:

• Electronic signatures may have legal effect under applicable law (including the UK Electronic Communications Act 2000, EU eIDAS Regulation, and US ESIGN Act)
• You are responsible for ensuring electronic signatures are appropriate for your use case
• We provide audit trails and records but do not guarantee the legal enforceability of any signature
• Some documents may require additional formalities or physical signatures under applicable law

8. Intellectual Property

The Service, including its design, features, code, documentation, and branding, is owned by Closed and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works from any part of the Service without our written permission.

"Closed" and our logo are trademarks of Closed Ltd. You may not use our trademarks without prior written consent, except as permitted for white-label features included in your subscription plan.

9. Third-Party Integrations

The Service may integrate with third-party services (e.g., CRM systems, payment processors). Your use of these integrations is subject to the respective third partys terms and privacy policies. We are not responsible for the operation or content of third-party services.

10. Privacy

Your privacy is important to us. Our Privacy Policy describes how we collect, use, and protect your information. By using the Service, you agree to our Privacy Policy.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOSED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Closed and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including legal fees) arising from your use of the Service, Your Content, or your violation of these Terms.

14. Termination

We may suspend or terminate your access to the Service at any time for any reason, including violation of these Terms. Upon termination, your right to use the Service ceases immediately. Provisions that should survive termination will remain in effect, including ownership, warranty disclaimers, indemnification, and limitations of liability.

You may request an export of your data within 30 days of termination by contacting our support team.

15. Governing Law and Disputes

These Terms are governed by the laws of England and Wales. Any disputes shall be resolved exclusively in the courts of England and Wales, except that we may seek injunctive relief in any jurisdiction.

16. Changes to Terms

We may modify these Terms at any time. If we make material changes, we will notify you by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after changes become effective constitutes acceptance of the new Terms.

17. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Closed.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Our failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our consent. We may assign our rights and obligations without restriction.
• Force Majeure: We are not liable for delays or failures caused by circumstances beyond our reasonable control.

18. Contact Us

If you have questions about these Terms, please contact us: