Services Agreement

Who this agreement is between

This agreement is between SIA Ars Ratio, a limited liability company registered in the Commercial Register of the Register of Enterprises of the Republic of Latvia under number 40203491084, at Muitas iela 35, Ventspils, LV-3602, Latvia ("we"), and the business that accepts it ("you").

You accept it when you create a Klosemore workspace, or when you sign an order that refers to it. An order is any document we both agree to in writing, an email included, that sets your pilot period or your price. The person who accepts confirms that they act for the business and can bind it.

If that person could not bind your business, your business accepts this agreement by using Klosemore. An order that sets a price is signed by someone entitled to represent your business in its register.

Klosemore is for businesses only. You use it for your trade or business, not as a consumer.

What this agreement is made of

The agreement is these documents together:

• this Services Agreement;
• our Data Processing Addendum, which governs the personal data we process for you, with the sub-processor list it authorises;
• our Acceptable Use Policy, the rules for using Klosemore;
• any order we agree with you.

If they conflict, the Data Processing Addendum wins on personal data, an order wins on what it expressly changes, and this Services Agreement wins over the Acceptable Use Policy. An order changes this agreement only where it says so, and it cannot change the Data Processing Addendum.

Our Privacy Policy explains how we handle personal data where we decide how it is used. It is information for you and your people, not part of this agreement, and wherever this agreement points to it, it does so for information.

The service

Klosemore is software that connects to your CRM and helps your team manage its deals: it shows which deals need attention and why, answers questions about your pipeline, and drafts text for your people to review.

We improve Klosemore continuously and may change how it works. We tell you at least 30 days before we withdraw Klosemore, remove a feature you use, or change what Klosemore reads from your CRM.

Your CRM is a separate service. Your company chose Pipedrive and has its own contract with it, and Klosemore reads from it and writes to it on your instruction. We do not answer for Pipedrive itself. If Pipedrive changes or withdraws what Klosemore relies on, the parts of Klosemore that depend on it may stop working, and we tell you as soon as we know. If Pipedrive ends our access to it altogether, either side may end this agreement at once, and section 15 applies to your data.

Pilots and fees

Design partners use Klosemore free of charge for the pilot period in their order, which states when the pilot starts and ends. The pilot is for testing and evaluating Klosemore.

If you use Klosemore without an order, or after your pilot's end date without a new one, you are on a free pilot on these terms until either side ends the agreement under section 15 or an order sets a price.

After the pilot, your order sets the price, how often we bill you, and when each invoice is due. A business that joins before launch keeps its pre-launch discount for as long as it stays a customer.

Your people and your accounts

Your admins decide who in your business uses Klosemore and whether Klosemore may write to your CRM. Only your employees and the contractors working for you may have an account.

You make sure your people follow this agreement, and you answer for what happens under your workspace's accounts, unless it happens because of a failure on our side or at a service we use. Keep sign-in details to yourselves, and tell us at once at security@klosemore.com if someone uses an account without permission or you find a security problem.

Your data

You own everything you connect to Klosemore and everything it produces from it. By accepting this agreement, you agree that Klosemore copies and processes the data you connect as the Data Processing Addendum describes, only to run Klosemore for you. We never sell it, and we never train AI models on it.

For personal data, you decide and we process on your instructions, under the Data Processing Addendum. The sub-processor list names the companies that help us.

You confirm that you have the right to connect the data you connect, and that you tell the people it is about whatever the law requires you to tell them.

If someone claims against us because you connected data you had no right to connect, or used Klosemore against the Acceptable Use Policy, you cover our loss and reasonable costs. Section 14's cap does not apply to this.

Your own people come first. Before your people use Klosemore, you tell them what it does with their work data, using Annex A of the Data Processing Addendum, and you consult their representatives wherever your employment law requires it.

AI in Klosemore

• It can be wrong. Klosemore produces its flags, answers and drafts automatically, partly with AI models. We do not promise that any of it is complete or correct, so review what Klosemore tells you before you act on it.
• What it produces is yours. We claim no rights in the flags, answers and drafts Klosemore makes for you, and you decide what to do with them.
• No training, no keeping. We never train AI models on your data, and we use AI providers only under terms and settings that forbid them to train on it or to keep it beyond what the sub-processor list says. If a provider changes that, we tell you, and you can leave under section 16.
• Nothing changes without a person. Klosemore changes your CRM only if your admins allow it, and only when the person using it confirms the change.
• Built for deals, not for judging people. We design and offer Klosemore to manage sales deals. It is not for decisions about anyone's job, and we do not offer it for that. The Acceptable Use Policy rules out using Klosemore to decide hiring, pay, promotion, discipline or dismissal, or to score how individual employees perform.

Acceptable use and suspension

You and your people follow our Acceptable Use Policy.

We may suspend the affected access if you or your people break it, if an account puts Klosemore or other customers at risk, if an invoice is more than 30 days overdue after a reminder, or if the law requires it. We tell you first and give you the chance to fix the problem, unless the risk is urgent, and we restore access as soon as it is fixed.

If we suspend without warning you first, we tell you promptly what we did and why, and we aim to do so within one business day. You pay no fees for the time access is suspended through no fault of yours.

Availability and support

We work to keep Klosemore available and fix problems quickly, but we promise no fixed uptime. During a pilot, Klosemore may change often, and parts of it may be unavailable while we work on them.

For help, write to support@klosemore.com. We answer on Latvian business days and aim to reply within one business day. Do not send us your CRM data, or personal data about other people, by email unless we ask for it.

Confidentiality

Each side keeps the other's non-public information confidential, uses it only for this agreement, and shares it only with people who need it and are bound to keep it confidential; for us that includes the companies on the sub-processor list. This does not cover information that is already public, that the other side already had or later receives lawfully from someone else, or that it develops on its own.

If the law requires a side to disclose the other's information, it tells the other first where it may, and discloses only what is required. This section applies for three years after the agreement ends.

Who owns what

We own Klosemore, its software and its design. This agreement gives you the right to use Klosemore while it runs, and nothing more. If you send us feedback, we may use it to improve Klosemore without owing you anything for it.

Naming you as a customer

We name your business as a Klosemore customer, or show its logo, only with your written permission, and you can withdraw it at any time.

What we promise, and what we do not

We provide Klosemore with reasonable skill and care. Beyond what this agreement says, we give no warranty that Klosemore will meet your particular needs, run without interruption or error, or that its flags, answers and drafts are complete or correct. This is all the more so during a pilot.

Liability

Neither side is liable to the other for lost profits, lost revenue or any indirect or consequential loss.

During a free pilot, we are not liable to you for anything under this agreement. If a court finds that this cannot apply, our total liability for the pilot is €100.

After the pilot, each side's total liability under this agreement in any 12 months is limited to the fees paid or payable for those 12 months. That cap does not apply to fees you owe us, to a breach of the Acceptable Use Policy's rules about our software, to the misuse of our rights under section 11, or to what you owe us under section 6.

Nothing in this section, the free pilot and its €100 fallback included, limits liability for loss caused on purpose or by gross negligence, or any liability the law does not allow to be limited.

Nothing in this section limits what the people your data is about can claim under data protection law.

Ending the agreement, and taking your data

You can end this agreement at any time by telling us in writing. It ends at the close of your current billing period, and never more than two months after you tell us; during a pilot it ends on the day you tell us, and if you end it over a change, section 16 sets the date. We can end it with 30 days' notice, or at once if you break it seriously or repeatedly; where the breach can be fixed, we first give you 14 days to fix it.

Your data goes with you. From the day the agreement ends or you disconnect your CRM, whichever comes first, you have 30 days to export the following, in a format another service can read, and we help you move it to another provider:

• the CRM data Klosemore copied;
• what Klosemore produced for you, such as its flags and your Chat conversations;
• what your people recorded in Klosemore, and your workspace's settings and usage.

For 30 days after the export we answer your questions about the files; we do not load your data into another service for you. If you reconnect your CRM within the 30 days, nothing is deleted and the agreement continues as before.

We then delete all of it, and your workspace's accounts, except what the law requires us to keep, such as invoices. Switching away costs you nothing: we charge no switching or export fee.

During a free pilot, which is for testing and evaluation for a limited time, the EU Data Act's switching rules do not apply. The same 30 days to export, and the same deletion after them, apply when the pilot ends.

Changes to this agreement

We may change this Services Agreement, the Data Processing Addendum and the Acceptable Use Policy when the law changes, when Klosemore or the providers it relies on change, to keep Klosemore secure, or to introduce or change plans and prices for the time after your current order. At least 30days before a change applies, we email your workspace's admins what changes and the date it applies. The 30 days run from that email.

If you keep using Klosemore after that date, you accept the change. If you do not accept it, tell us before that date and you can end this agreement with effect from it, and we refund any fees you paid in advance for the time after it ends.

A change the law requires can apply sooner, and we tell you as soon as we can. A new sub-processor follows the notice rules in the Data Processing Addendum.

Law and disputes

The law of the Republic of Latvia governs this agreement. The courts of Latvia decide any dispute about it.

This agreement is written in English, and the English text is the one that applies.

General terms

• The whole agreement. The documents in section 2 are everything we have agreed about Klosemore. Your own purchase terms do not apply, even if you send them to us.
• Passing it on. Neither side may pass this agreement to someone else without the other's consent, except to a business that takes over all or most of its activities. If we pass it on that way, we tell you at least 30 days before, and you can end the agreement before it takes effect, with the refund section 16 gives.
• Events beyond control. Neither side answers for a failure caused by events it could not reasonably control, such as a major outage at a provider, a natural disaster or a war. This does not excuse paying fees, but if such a failure keeps Klosemore unavailable for more than 30 days, either side may end the agreement, with the refund section 16 gives.
• What outlives the agreement. Confidentiality, liability, section 11, the Acceptable Use Policy's rules about our software, the export and deletion of your data, and fees already owed continue to apply after the agreement ends.
• If one part fails. If a court finds a part of this agreement invalid, the rest still applies.
• Not using a right. If a side does not enforce a right at once, it does not give it up.
• Independent sides. This agreement creates no partnership, employment or agency between us.

Notices and contact

We send notices about this agreement by email to your workspace's admins, and to any address you give us for legal or data protection notices. You send notices to us by email to support@klosemore.com. A notice counts as received on the next Latvian business day after it is sent.

SIA Ars Ratio, Muitas iela 35, Ventspils, LV-3602, Latvia. For help and notices, write to support@klosemore.com. For data protection, write to privacy@klosemore.com. For security, write to security@klosemore.com.