Terms of Service

Version of October 2025, governed by the laws of the Netherlands.

1. About Clausely

Clausely is a business registered in the Netherlands and operating through www.clausely.eu.

Clausely provides practical AI compliance support and related compliance services for online stores, webshops, and other digital businesses.

2. Definitions

In these Terms of Service:

“Clausely” means the business operating under the domain useclausely.com, registered in the Netherlands.

“Client” means any legal entity or natural person acting in the course of a business or profession who purchases, requests, or uses Services from Clausely.

“Services” means all services offered by Clausely, including but not limited to:
a. the Free AI Risk Scan;
b. the AI Fix Plan;
c. AI compliance reviews, practical compliance assessments, document drafting, document reviews, website-related compliance support, and related advisory-style support;
d. any additional services, deliverables, documents, or support expressly offered by Clausely.

“Free AI Risk Scan” means the free, high-level and indicative scan offered by Clausely to identify likely AI-related risks, potential compliance issues, and possible next steps.

“AI Fix Plan” means Clausely’s paid service under which Clausely provides a practical written action plan, prioritised recommendations, and related compliance guidance based on information provided by the Client.

“Deliverables” means any report, checklist, action plan, document, summary, template, review, recommendation, or other output delivered by Clausely.

“Agreement” means any agreement between Clausely and the Client concerning the provision of Services.

“Website” means www.useclausely.com and any associated pages, forms, portals, payment pages, subdomains, or online environments used by Clausely.

“Third-Party Tools” means external software, AI tools, form tools, hosting providers, communication tools, payment providers, storage tools, and any other third-party systems used by Clausely in connection with the Services.

3. Business Clients Only

3.1 Clausely provides its Services exclusively on a business-to-business (B2B) basis.

3.2 The Website, Free AI Risk Scan, AI Fix Plan, and all other Services are intended only for businesses, professionals, and persons acting in the course of a trade, profession, or company.

3.3 By requesting or using any Service, the Client represents and warrants that it is acting in the course of a business or profession and not as a consumer.

3.4 If a person acts on behalf of a company or other entity, that person warrants that they are authorised to bind that entity.

4. Applicability

4.1 These Terms of Service apply to all offers, quotations, Agreements, Services, Deliverables, and all use of the Website.

4.2 Any general terms and conditions used by the Client are expressly rejected.

4.3 Deviations from these Terms of Service are only valid if expressly agreed by Clausely in writing.

4.4 If a specific engagement letter, proposal, or written quotation deviates from these Terms of Service, that specific written document prevails only for the relevant part.

5. Nature and Scope of the Services

5.1 Clausely provides practical compliance support for online stores, webshops, and digital businesses, including support relating to AI use, website compliance, documents, and compliance-related risk spotting.

5.2 Unless Clausely expressly agrees otherwise in writing, the Services:

  • do not constitute formal legal advice; 

  • do not constitute a legal opinion; 

  • do not constitute representation before a regulator, authority, court, or third party;

  • do not amount to a full legal, regulatory, or technical audit; 

  • do not guarantee legal, regulatory, or platform compliance; 

  • do not replace bespoke legal advice from a qualified lawyer or specialist adviser.

5.3 Clausely’s Services are intended as practical, business-focused compliance support based on the information available and the agreed scope of work.

5.4 The Client remains solely responsible for:

  • its business operations; 

  • its webshop, website, systems, tools, and workflows; 

  • the implementation of recommendations; 

  • the use of any Deliverables; 

  • obtaining external legal, tax, technical, or regulatory advice where needed. 

5.5 Clausely is entitled to determine how the Services are performed, including the structure, methodology, format, and approach, unless expressly agreed otherwise in writing.

6. Free AI Risk Scan

6.1 The Free AI Risk Scan is provided free of charge for general informational purposes only.

6.2 The Free AI Risk Scan is a high-level, indicative screening tool and is based solely on the information entered by the user.

6.3 The outcome of the Free AI Risk Scan is not a legal assessment, legal advice, legal opinion, compliance certification, audit, or guarantee.

6.4 No rights can be derived from the Free AI Risk Scan beyond its expressly stated informational purpose.

6.5 Clausely may change, suspend, limit, or discontinue the Free AI Risk Scan at any time without prior notice.

7. AI Fix Plan

7.1 The AI Fix Plan is a paid service under which Clausely provides a practical written compliance action plan based on the information provided by the Client.

7.2 Unless expressly stated otherwise, the AI Fix Plan is offered at EUR 495 excluding VAT. Clausely may change this price for future orders at any time by updating the Website or otherwise notifying Clients in advance.

7.3 The AI Fix Plan is limited to the scope described on the Website or otherwise communicated by Clausely.

7.4 Unless expressly included, the AI Fix Plan does not include:

  • implementation by Clausely; 

  • negotiation with third parties; 

  • live legal support; 

  • custom legal memoranda; 

  • full contract packages; 

  • technical audits; 

  • follow-up reviews; 

  • ongoing support; 

  • full website audits; 

  • regulatory filings; 

  • representation or defence. 

7.5 Any work outside the standard scope of the AI Fix Plan may be offered separately at a separately communicated fee.

8. Other Services and Separate Deliverables

8.1 Clausely may also offer separate documents, services, reviews, templates, or support against fees communicated in advance.

8.2 Any quotation, proposal, or price indication given by Clausely is non-binding until accepted by Clausely or confirmed in writing.

8.3 Clausely may refuse any request or assignment at its discretion, including where:

  • the matter falls outside Clausely’s intended scope; 

  • the Client provides insufficient or unreliable information; 

  • the request is unlawful, unethical, misleading, or otherwise unsuitable; 

  • specialist expertise outside Clausely’s scope is required. 

9. Formation of the Agreement

9.1 An Agreement is concluded when:

  • the Client places an order through the Website; 

  • the Client accepts a quotation or offer; 

  • Clausely confirms the assignment in writing; 

  • or Clausely starts performing the Services at the Client’s request. 

9.2 Clausely may request additional information before accepting an order or starting work.

9.3 If the Client orders through the Website, electronic confirmation and electronic communication are deemed sufficient evidence of the Agreement.

10. Client Information and Cooperation

10.1 The Client shall provide all information, data, documents, explanations, and cooperation necessary for the performance of the Services.

10.2 The Client guarantees that all information provided to Clausely is accurate, complete, up to date, and lawful.

10.3 Clausely may rely on the correctness and completeness of information provided by the Client without independently verifying it.

10.4 If the Client provides incorrect, incomplete, outdated, or misleading information, Clausely shall not be liable for any resulting delay, inaccuracy, omission, or unsuitability in the Services or Deliverables.

10.5 The Client remains responsible for independently reviewing all Deliverables before implementation or use.

11. Fees, VAT, Invoicing, and Payment

11.1 All prices quoted by Clausely are in euros (EUR) and exclude VAT, unless expressly stated otherwise.

11.2 Payment is due in advance, unless Clausely agrees otherwise in writing.

11.3 Clausely is entitled to suspend work, withhold Deliverables, or refuse further Services if payment is not made in full and on time.

11.4 If any payment is reversed, cancelled, charged back, or otherwise not successfully received, Clausely may immediately suspend or terminate the Services without liability.

11.5 All payments are non-refundable once Clausely has started work, reserved capacity, begun analysis, review, drafting, preparation, or otherwise incurred time or cost for the engagement, unless Clausely decides otherwise in writing.

11.6 Any objections to an invoice must be raised in writing within 7 days of the invoice date, failing which the invoice is deemed accepted.

12. Delivery and Timing

12.1 Any turnaround time, delivery estimate, or indication of timing is non-binding and indicative only.

12.2 Delays shall not entitle the Client to compensation, suspension of payment, or termination, unless Clausely expressly agrees otherwise in writing.

12.3 Clausely may deliver Services or Deliverables in parts.

12.4 A Deliverable is deemed delivered when it is sent by email, made available digitally, uploaded, or otherwise placed at the Client’s disposal.

13. No Legal Advice; No Guarantee of Compliance

13.1 Clausely is not engaged as a law firm and does not provide attorney-client or advocate-client services unless explicitly agreed otherwise in writing.

13.2 Nothing on the Website or in any Deliverable shall be interpreted as:

  • formal legal advice; 

  • a legal opinion; 

  • certification of compliance; 

  • a guarantee that the Client complies with applicable law; 

  • a guarantee that no enforcement, complaint, claim, investigation, or dispute will occur.

13.3 Laws, guidance, enforcement practices, and regulator expectations may change over time. The suitability of a Deliverable may therefore change after delivery. The GDPR is directly applicable across the EU, and the AI Act establishes harmonised rules for certain AI-related obligations, but practical application still depends on the Client’s actual activities, systems, jurisdictions, and implementation.

13.4 The Client remains responsible for obtaining independent professional advice where appropriate.

14. Use of AI and Third-Party Tools

14.1 Clausely may use AI systems, automation, templates, and Third-Party Tools in connection with the Services.

14.2 The Client acknowledges that AI-assisted or automated outputs may contain inaccuracies, omissions, simplifications, outdated references, or wording that is not suitable without further review.

14.3 Clausely will use reasonable care in its workflows, but does not warrant that any AI-assisted or technology-assisted output is error-free.

14.4 Clausely is not liable for interruptions, defects, delays, data loss, or security incidents attributable to Third-Party Tools, except to the extent such liability cannot be excluded under applicable mandatory law.

15. Acceptance and Use of Deliverables

15.1 The Client must review Deliverables promptly upon receipt.

15.2 Any objection to a Deliverable must be notified in writing within 7 days after delivery, with a clear explanation of the issue.

15.3 If the Client uses, implements, publishes, shares, relies on, or fails to object to a Deliverable within that period, the Deliverable shall be deemed accepted.

15.4 Acceptance does not create any guarantee of legal sufficiency, business suitability, or compliance.

16. Limitation of Liability

16.1 Clausely performs the Services to the best of its ability and with reasonable care.

16.2 To the fullest extent permitted by law, Clausely’s total aggregate liability arising out of or relating to any Agreement, Service, Deliverable, or use of the Website shall be limited to:

  • the amount actually paid by the Client for the specific paid Service giving rise to the claim; or

  • if no fee was paid, EUR 0. 

16.3 If, for any reason, the limitation in clause 16.2 is not enforceable in full, Clausely’s liability shall in any event be limited to the lowest amount legally permissible.

16.4 Clausely shall not be liable for:

  • indirect damage; 

  • consequential damage; 

  • loss of profit; 

  • loss of turnover; 

  • missed savings; 

  • loss of goodwill; 

  • reputational damage; 

  • loss of data; 

  • regulatory fines; 

  • penalties; 

  • claims by third parties; 

  • internal costs; 

  • remediation costs; 

  • implementation costs; 

  • costs of external legal or technical advisers; 

  • damage resulting from decisions made by the Client based on the Services or Deliverables.

16.5 Clausely shall also not be liable for damage resulting from:

  • inaccurate or incomplete information provided by the Client; 

  • changes in law, regulation, policy, guidance, or enforcement after delivery; 

  • improper implementation of recommendations; 

  • use of Deliverables outside their intended scope; 

  • modifications made by the Client or third parties; 

  • third-party systems, platforms, or tools; 

  • downtime or cyber incidents outside Clausely’s direct control. 

16.6 Any right to claim damages lapses unless the Client has notified Clausely in writing of the claim, with proper substantiation, within 30 days after discovering the event giving rise to the claim, and in any event within 6 months after the relevant Service was delivered.

16.7 Nothing in these Terms of Service excludes liability to the extent exclusion is not permitted under applicable mandatory law.

17. Indemnity

17.1 The Client shall indemnify, defend, and hold harmless Clausely against all third-party claims, losses, costs, damages, liabilities, penalties, and expenses arising out of or relating to:

  • the Client’s business activities; 

  • the Client’s use of AI systems, websites, webshops, tools, or data; 

  • the Client’s use or implementation of Deliverables; 

  • information or materials supplied by the Client; 

  • any infringement of third-party rights or violation of law by the Client. 

17.2 This indemnity includes reasonable legal and professional costs incurred by Clausely.

18. Intellectual Property

18.1 All intellectual property rights relating to Clausely’s Website, branding, methods, workflows, questionnaires, scans, templates, texts, systems, methodologies, and Deliverables remain vested in Clausely or its licensors, except where expressly stated otherwise.

18.2 The Client receives only a limited, non-exclusive, non-transferable, non-sublicensable right to use the Deliverables for its own internal business purposes.

18.3 The Client may not resell, reproduce, distribute, publish, sublicense, commercialise, or exploit Clausely’s Deliverables, scans, methodologies, or materials without Clausely’s prior written consent.

18.4 Clausely may reuse general knowledge, experience, ideas, know-how, and learnings gained in the course of providing Services, provided that no confidential information of the Client is disclosed.

19. Confidentiality

19.1 Both parties shall keep confidential all non-public information obtained from the other party in connection with the Agreement.

19.2 Confidentiality obligations do not apply where information:

  • is already publicly available through no fault of the receiving party; 

  • was already lawfully known to the receiving party; 

  • must be disclosed by law or court order; 

  • must be disclosed to professional advisers, service providers, or subcontractors on a need-to-know basis in connection with the Services.

19.3 The Client acknowledges that Clausely may use subcontractors, processors, and Third-Party Tools where reasonably necessary for the performance of the Services.

20. Privacy and Data Protection

20.1 Clausely processes personal data in accordance with applicable data protection law, including the GDPR. The GDPR lays down rules for the protection of natural persons with regard to the processing of personal data.

20.2 More information about how Clausely processes personal data is set out in Clausely’s Privacy Policy.

20.3 The Client shall not provide more personal data than reasonably necessary for the requested Service.

20.4 The Client remains responsible for ensuring that any data it provides to Clausely may lawfully be shared for the relevant purpose.

21. Suspension and Termination

21.1 Clausely may suspend or terminate the Agreement with immediate effect, without notice and without liability, if:

  • the Client fails to pay on time; 

  • the Client fails to provide required information or cooperation; 

  • the Client provides false, unlawful, infringing, or misleading information; 

  • the Client uses the Services for unlawful or improper purposes; 

  • Clausely reasonably believes continuation may expose it to legal, operational, security, or reputational risk.

21.2 If the Agreement is terminated, Clausely is entitled to payment for all work performed and all time or costs incurred up to the date of termination.

21.3 Clauses which by their nature are intended to survive termination shall remain in full force, including clauses on payment, liability, indemnity, confidentiality, intellectual property, governing law, and jurisdiction.

22. Force Majeure

22.1 Clausely shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to:

  • internet or hosting failures; 

  • outages of software or Third-Party Tools; 

  • cyber incidents; 

  • power failures; 

  • government measures; 

  • illness; 

  • force majeure events; 

  • transport or communication failures. 

22.2 During force majeure, Clausely may suspend its obligations. If the force majeure situation continues for an unreasonable period, Clausely may terminate the Agreement without liability.

23. Complaints

23.1 Any complaint regarding the Services or Deliverables must be submitted in writing as soon as reasonably possible and in any event within 7 days after the issue arose or was discovered.

23.2 Submitting a complaint does not suspend the Client’s payment obligations.

24. Amendments to These Terms

24.1 Clausely may amend these Terms of Service at any time.

24.2 The most recent version will be published on the Website with an updated “Last updated” date.

24.3 The amended version applies to all new Agreements and continued use of the Website and Services from the date of publication.

25. Governing Law and Jurisdiction

25.1 These Terms of Service, the Agreement, and any dispute between Clausely and the Client are governed exclusively by Dutch law.

25.2 Any dispute shall be submitted exclusively to the competent court in Utrecht, the Netherlands.

25.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

26. Miscellaneous

26.1 If any provision of these Terms of Service is held invalid, void, or unenforceable, the remaining provisions shall remain in full force.

26.2 Any invalid or unenforceable provision shall be interpreted or replaced by a valid provision that most closely reflects the purpose of the original provision.

26.3 Failure by Clausely to enforce any right shall not constitute a waiver.

26.4 These Terms of Service, together with any accepted quotation or written agreement, constitute the entire agreement between Clausely and the Client with respect to the relevant Services.

27. Contact Details

Clausely
Registered in the Netherlands
Chamber of Commerce number:
VAT number:
Website: www.clausely.eu
Email: hello@clausely.eu