GLOBAL TERMS OF USE

ACCEPTANCE BY SUBSCRIPTION, REGISTRATION, OR USE

By subscribing to, registering for, purchasing, accessing, or using any Klozer product or service (including VoIP, DID numbers, SMS, or contact centre software) — whether on a free trial, paid subscription, or any other basis — the Customer (including any individual acting on behalf of an organisation) conclusively agrees to be legally bound by these Terms of Use in their entirety, including all country-specific telemarketing compliance obligations and all Mandatory Customer Declarations set out in Section 16.

These Terms constitute a legally binding contract between the Customer and Klozer Inc. No physical signature is required. Acceptance is effected at the moment of subscription, registration, purchase, or first access to the Platform.

If you do not agree to these Terms in their entirety, you must immediately cease using the Platform and contact [email protected] to cancel your account.

IMPORTANT GLOBAL REGULATORY NOTICE — PLEASE READ CAREFULLY

By subscribing to or using any Klozer product or service, the Customer acknowledges that the Klozer Contact Centre Platform operates within heavily regulated telecommunications environments across multiple jurisdictions. The Customer must independently comply with all telemarketing, data protection, and communications laws applicable in every country from which calls are made and to which calls and messages are directed.

Non-compliance may result in: immediate service suspension without notice · civil penalties exceeding AUD 2.6M / CAD 15M / USD 43,792 per violation / GBP 500K / EUR 20M. referral to regulatory authorities · and potential criminal prosecution.

KYC verification is mandatory before any service is activated. Klozer’s KYC process is non-negotiable and forms an integral condition of access to the Platform.

1. DEFINITIONS AND INTERPRETATION

In these Terms of Use, the following terms have the meanings set out below:

Term	Definition
Agreement / Terms	These Terms of Use, together with any Service Order, Onboarding Form, KYC Declaration, Acceptable Use Policy, and Data Processing Agreement, as amended from time to time and published at www.klozer.io/terms-of-use.
ACMA	Australian Communications and Media Authority — the regulator governing Do Not Call, spam, and telemarketing rules in Australia.
CASL	Canada’s Anti-Spam Legislation (S.C. 2010, c. 23) — governing commercial electronic messages in Canada.
CRTC	Canadian Radio-television and Telecommunications Commission — the Canadian telecommunications regulator.
CLI / Caller ID	Calling Line Identification — the telephone number transmitted to identify the caller to the recipient of a call.
CTPS	Corporate Telephone Preference Service — the UK opt-out register for corporate entities.
Customer / You	The legal entity or individual who subscribes to, registers for, or uses the Klozer Platform for any voice, DID, or SMS service.
DID	Direct Inward Dialling — a virtual telephone number provisioned by Klozer enabling inbound call routing.
DNC / DNCL / NDNC	Do Not Call / Do Not Call List / National Do Not Call — opt-out registers maintained in AU, CA, USA, UK, IN, SG, and other jurisdictions.
ePrivacy Directive	EU Directive 2002/58/EC (as amended) governing electronic communications privacy.
EU GDPR	Regulation (EU) 2016/679 — the General Data Protection Regulation applicable in EU/EEA member states.
FCC	Federal Communications Commission — the US regulator governing TCPA, robocall, and CLI spoofing rules.
FTC	Federal Trade Commission — the US regulator administering the Telemarketing Sales Rule (TSR) and National DNC Registry.
ICO	Information Commissioner’s Office — the UK’s data protection authority.
IRSF	International Revenue Share Fraud — generating or facilitating inflated call traffic to premium-rate numbers.
KYC	Know Your Customer — Klozer’s mandatory identity and business verification process for all customers.
Klozer / Provider / We	Klozer Inc., incorporated under the laws of the State of Delaware, USA, providing cloud-based Contact Centre Software and telecommunications services globally via www.klozer.io.
Ofcom	The Office of Communications — the UK’s independent telecommunications and broadcasting regulator.
PDPA (SG)	Singapore’s Personal Data Protection Act 2012 — governing data protection and the Singapore Do Not Call Registry.
PECR	Privacy and Electronic Communications Regulations 2003 (UK) — governing electronic marketing and cookies.
Platform	Klozer’s cloud-based contact centre software, including VoIP, DID, SMS, inbound/outbound calling, dashboards, APIs, and ancillary features accessible via klozer.io.
Scam Call	An unsolicited call intended to deceive, defraud, or mislead any recipient for financial or other unlawful gain.
SMS	Short Message Service — text messages sent via the Platform’s integrated messaging gateway.
Spam Act	Australia’s Spam Act 2003 — governing unsolicited commercial electronic messages.
Spoofing	The deliberate falsification or manipulation of CLI/Caller ID data to misrepresent the caller’s identity.
TCPA	Telephone Consumer Protection Act (47 U.S.C. § 227) — the primary US federal law regulating telemarketing, robocalls, and text messages.
TPS	Telephone Preference Service — the UK opt-out register for individuals.
TSR	Telemarketing Sales Rule (16 C.F.R. Part 310) — FTC rules governing US telemarketing practices.
UK GDPR	The UK General Data Protection Regulation as retained and amended by the Data Protection Act 2018.
VoIP	Voice over Internet Protocol — voice communication delivered via the Klozer Platform over internet infrastructure.
Wangiri Fraud	Making brief calls to stimulate return calls to premium-rate numbers.

References to legislation include all subordinate legislation, amendments, and successor enactments. Headings are for convenience only. Singular terms include the plural and vice versa.

2. KNOW YOUR CUSTOMER (KYC) REQUIREMENTS

KYC is a Non-Negotiable Condition of Access

No Klozer service — including free trials — will be activated until KYC is successfully completed.

Attempting to circumvent KYC will result in permanent account termination and regulatory referral.

2.1 Purpose of KYC

Klozer applies mandatory KYC verification to all prospective and existing customers before any service is activated. KYC is required to: (a) satisfy Klozer’s obligations as a telecommunications service provider across all jurisdictions; (b) prevent the Platform from being used for fraud, scam calling, CLI spoofing, or unlawful telemarketing; (c) verify the legal identity and standing of all customers; and (d) enable appropriate allocation and authorisation of telephone numbers and messaging resources.

2.2 Mandatory KYC Documents — All Customers

Every customer must submit the following before service activation:

Government-Issued Photo ID: Passport, national identity card, or driver’s licence for all beneficial owners holding more than 25% of the entity.
Proof of Business Registration: Certificate of incorporation or equivalent official document, issued within the last 12 months.
Proof of Business Address: Utility bill, bank statement, or official correspondence confirming the registered address, dated within 3 months.
Beneficial Ownership Declaration: Identifying all beneficial owners and persons with significant control (PSC).
Authorised Signatory Confirmation: Board resolution or power of attorney authorising the person completing registration.
Use Case Declaration: Written description of intended use: nature of calls/SMS, target jurisdictions, lead acquisition method, and estimated monthly volumes.

2.3 Jurisdiction-Specific KYC Requirements

2.3.1 Australia

Australian Business Number (ABN) or Australian Company Number (ACN) verification.
Confirmation of ACMA Do Not Call Register screening procedures.
Written declaration of compliance with the Spam Act 2003 and Do Not Call Register Act 2006.

2.3.2 Canada

Canada Revenue Agency (CRA) Business Number or provincial incorporation documents.
Confirmation of CRTC National Do Not Call List (DNCL) subscription and screening procedures.
Written CASL compliance confirmation including express consent record-keeping procedures.

2.3.3 United States

Employer Identification Number (EIN) or state business registration documents.
STIR/SHAKEN attestation level declaration: Customers must declare their qualifying attestation level (Full A / Partial B / Gateway C) for outbound US calls.
TCR (The Campaign Registry) registration: Customers sending 10DLC SMS must provide Brand ID and Campaign ID before any SMS activation.
FCC Robocall Mitigation Database registration confirmation where applicable.
Written TCPA and Telemarketing Sales Rule (TSR) compliance declaration.

2.3.4 United Kingdom

UK Companies House Registration Number or evidence of legitimate UK trading connection.
UK VAT Registration Number (if registered).
ICO Data Protection Registration Reference Number.
Confirmation of TPS and CTPS screening procedures.

2.3.5 European Union / EEA

EU VAT number or national business registration equivalent.
Data Protection Authority (DPA) registration reference where required by national law.
Written EU GDPR Data Processing compliance declaration.
Confirmation of applicable national DNC/TPS register screening procedures.

2.3.6 Singapore & APAC

ACRA UEN for Singapore-based entities; equivalent registration for other APAC jurisdictions.
PDPA Do Not Call (DNC) Registry screening confirmation for Singapore numbers.
Written declaration of compliance with applicable local telecommunications and data protection laws.

2.4 Ongoing KYC Monitoring

Klozer may conduct enhanced due diligence or periodic re-verification at any time. Customers must notify Klozer within 14 days of any material change to their business registration, ownership structure, or use case. Failure to maintain accurate KYC records constitutes a material breach of these Terms. Klozer may suspend or terminate service without notice where KYC information is found to be false, incomplete, or materially outdated.

2.5 Right to Refuse or Revoke

Klozer retains absolute discretion to refuse onboarding to any applicant or revoke service to any existing customer where KYC requirements are not satisfied, where the intended use case presents unacceptable regulatory risk, or where Klozer has reasonable grounds to suspect fraud, unlawful telemarketing, or violation of applicable law

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Customer Eligibility

The Platform is available exclusively to legally constituted entities and individuals aged 18 or over acting in a professional or commercial capacity. By subscribing to or using any Klozer service, the Customer represents and warrants that:

They are a registered business, registered charity, sole trader, or duly authorised agent of a legal entity;
They have full legal capacity to enter into binding contracts under the laws of their jurisdiction;
All information provided during registration and KYC is accurate, complete, current, and not misleading;
They are not subject to any regulatory prohibition or sanction preventing them from operating a contact centre or making commercial telephone calls;
They are not listed on any government or international sanctions list, including OFAC (USA), OFSI (UK), or UN consolidated sanctions lists.

3.2 Account Activation

No service will be activated until: (a) all KYC documentation required under Section 2 has been submitted and verified; (b) the Customer has accepted these Terms through the online registration or subscription process; and (c) any required upfront payment has been received. Any service provided before formal activation is at Klozer’s sole discretion and does not waive KYC or other requirements.

3.3 Accuracy of Information

The Customer must immediately notify Klozer of any change to their registered business details, beneficial ownership, contact information, or use case. Klozer accepts no liability for service interruptions resulting from the Customer’s failure to maintain accurate registration information.

4. CALLING LINE IDENTIFICATION (CLI) AND CALLER ID OBLIGATIONS

4.1 General CLI Requirements

The Customer must at all times ensure that a valid, dialable, and accurately attributed CLI is transmitted with every outbound voice call made using the Platform. The Customer must:

Only use telephone numbers legitimately allocated to, or licensed for use by, the Customer as Caller ID/CLI;
Ensure any number displayed to a recipient corresponds to a number at which the Customer’s business can be identified and reached;
Never transmit calls with withheld, absent, spoofed, or non-dialable CLI without specific written exemption agreed with Klozer;
Immediately notify Klozer if any number allocated to the Customer’s account is ported away, cancelled, or no longer in their control.

4.2 Prohibition on CLI Spoofing — All Jurisdictions

CLI SPOOFING IS STRICTLY PROHIBITED — ZERO TOLERANCE

Any manipulation, falsification, or misrepresentation of CLI/Caller ID data will result in

IMMEDIATE account suspension and referral to regulatory authorities without prior notice.

Penalties: USA — up to USD 10,000 per call (TRACED Act) | Australia — up to AUD 250,000

per contravention | Canada — up to CAD 15,000 per violation | UK — up to GBP 500,000

| EU — national enforcement under ePrivacy Directive

CLI Spoofing includes: displaying any number not allocated to the Customer; impersonating any government body, financial institution, or regulated entity; using software or routing techniques to alter CLI; and displaying any number that misleads the recipient as to the caller’s identity or location.

4.3 STIR/SHAKEN Compliance (USA)

For all calls originating from or terminating in the United States, Klozer applies STIR/SHAKEN call authentication under the TRACED Act. The Customer must accurately declare their attestation level (Full A / Partial B / Gateway C) and must not misrepresent their entitlement. Klozer participates in the FCC’s Robocall Mitigation Database.

4.4 UK CLI Requirements

Customers using UK telephone numbers as CLI must comply with Ofcom’s General Condition C6 and CLI Guidance (effective 29 January 2025). International customers wishing to display UK CLI must obtain prior written approval from Klozer with documented justification of UK nexus.

4.5 Australian CLI Requirements

Customers originating calls in Australia must comply with the Telecommunications (Numbering) Plan 2015 and ACMA guidelines. CLI must accurately reflect an Australian telephone number allocated to the Customer.

4.6 Caller Identification and Opt-Out

In all jurisdictions, every outbound call must commence with a clear identification of the calling business. A valid callback number must be provided on every marketing call. An immediate functional opt-out must be offered on every unsolicited call and actioned without delay.

5. COUNTRY-SPECIFIC TELEMARKETING COMPLIANCE

Important Notice: The Customer is solely responsible for complying with all telemarketing, consumer protection, and data protection laws in every jurisdiction from which they make calls and to which calls are directed. The following is an informational summary — it does not constitute legal advice and is not exhaustive. The Customer must seek independent legal advice for each jurisdiction of operation.

5.1 Australia

5.1.1 Do Not Call Register Act 2006 (Cth)

The Customer must not make unsolicited telemarketing calls to Australian telephone numbers registered on the ACMA Do Not Call Register, unless a specific exemption applies (e.g., registered charities, government bodies, or calls with express consent).
All Australian target numbers must be screened against the Do Not Call Register within 30 days prior to any unsolicited telemarketing call. Evidence of screening must be retained.
Penalties: Civil penalties up to AUD 250,000 per contravention for individuals; AUD 2,500,000 for corporations.

5.1.2 Spam Act 2003 (Cth)

SMS and electronic messages to Australian recipients must comply with the Spam Act 2003: express or inferred consent is required, sender must be identified, and a functional unsubscribe mechanism must be included.
Unsubscribe requests must be actioned within 5 business days.
Penalties: Up to AUD 2,220,000 per day for corporations in breach.

5.1.3 ACMA Industry Standard — Calling Hours

Telemarketing calls to Australian numbers may only be made: Monday to Friday 9am–8pm, Saturday 9am–5pm local time. No calls on Sundays or public holidays.
Automated calling systems must comply with Australian standards on abandoned call rates and message content requirements.

5.2 Canada

5.2.1 National Do Not Call List (DNCL) — CRTC

The Customer must subscribe to the CRTC National DNCL and screen all Canadian consumer numbers within 31 days prior to any unsolicited telemarketing call.
Penalties: Up to CAD 1,500 per violation for individuals; up to CAD 15,000 per violation for organisations.
Exemptions include existing business relationships, registered charities, political parties, and survey organisations — all must be properly documented.

5.2.2 Canada’s Anti-Spam Legislation (CASL)

Commercial Electronic Messages (CEMs) including SMS sent to Canadian recipients require express or implied consent under CASL. Express consent must be documented with timestamp and consent language.
Every CEM must identify the sender and include a functional unsubscribe mechanism actioned within 10 business days.
Penalties: Up to CAD 1,000,000 per violation for individuals; up to CAD 10,000,000 per violation for organisations.

5.2.3 CRTC Calling Hours

Telemarketing calls in Canada may only be made: Monday to Friday 9am–9pm, Saturday 10am–6pm local time. No calls on Sundays or statutory holidays.
Automatic Dialling-Announcing Devices (ADADs) require prior express consent before placing automated calls.

5.3 United States

5.3.1 Telephone Consumer Protection Act (TCPA) — 47 U.S.C. § 227

Prior Express Written Consent: Required before making autodialled, prerecorded, or artificial voice calls/texts to wireless numbers and residential landlines for telemarketing purposes.
Time Restrictions: Telemarketing calls may only be made between 8am–9pm local time of the called party.
Opt-Out: Recipients must be given an automated opt-out mechanism. Opt-outs must be honoured within 30 days (SMS: 10 business days).
Penalties: USD 500 per violation; up to USD 1,500 per wilful violation. Class action exposure is significant.

5.3.2 FTC Telemarketing Sales Rule (TSR) — 16 C.F.R. Part 310

Telemarketers must identify themselves and the seller they represent at the start of each call.
Calling numbers on the FTC National Do Not Call Registry is prohibited. Registry must be accessed within 31 days prior to each call.
Robocalls for telemarketing require prior express written consent. Abandoned call rate must not exceed 3% per campaign over any 30-day period.

5.3.3 National Do Not Call Registry (FTC)

The Customer must register with the FTC National Do Not Call Registry, screen all US consumer numbers within 31 days prior to each call, and retain documentation of screening for a minimum of 3 years.
State-level DNC lists may apply additionally. The Customer is responsible for identifying and complying with applicable state requirements.

5.3.4 STIR/SHAKEN and TRACED Act

All US-originating voice calls are subject to STIR/SHAKEN authentication under the TRACED Act (Pub. L. 116-105).
The Customer must not take any action to misrepresent or undermine their STIR/SHAKEN attestation level.

5.3.5 10DLC SMS — The Campaign Registry (TCR)

All A2P SMS campaigns sent to US numbers via 10DLC must be registered with The Campaign Registry (TCR) before activation.
The Customer must provide Klozer with their Brand ID and Campaign ID prior to any 10DLC SMS campaign. Unregistered traffic may be blocked or filtered by US carriers; Klozer accepts no liability for such blockage.

5.4 United Kingdom

5.4.1 Ofcom General Conditions and CLI Guidance

The Customer must comply with Ofcom’s General Conditions of Entitlement and CLI Guidance (effective 29 January 2025), including the 3% abandoned call limit and silent call requirements.

5.4.2 Privacy and Electronic Communications Regulations 2003 (PECR)

Live marketing calls to UK individuals require prior consent or a current business relationship. Automated marketing calls require express prior consent. All marketing SMS requires consent with a functional opt-out.

5.4.3 TPS / CTPS Screening

All unsolicited marketing call numbers must be screened against TPS (individuals) and CTPS (corporations) within 28 days prior to the call. Evidence of screening must be retained.

5.4.4 UK GDPR and Data Protection Act 2018

A Data Processing Agreement (DPA) must be executed between Klozer and the Customer before personal data is processed through the Platform.

5.4.5 Permitted Calling Hours (UK)

Unsolicited marketing calls: 8am–9pm Monday to Saturday only. No calls on Sundays or Bank Holidays without specific consent.

5.5 European Union

5.5.1 EU GDPR (Regulation 2016/679)

All processing of personal data of EU data subjects must comply with EU GDPR. Cross-border transfers require appropriate safeguards (e.g., Standard Contractual Clauses or adequacy decisions).
Penalties: Up to EUR 20,000,000 or 4% of global annual turnover, whichever is higher.

5.5.2 ePrivacy Directive and National Implementation

Direct marketing calls and SMS to EU individuals require prior consent or a specific statutory basis under national ePrivacy laws. Requirements vary by member state.
National DNC/opt-out registers exist in many EU member states (e.g., Germany: Robinson-Liste; France: Bloctel; Netherlands: Bel-me-niet-register; Italy: Registro delle Opposizioni). The Customer must screen applicable registers before each campaign.

5.5.3 EU Calling Hour Restrictions (Examples)

Calling hours vary by member state. Examples: Germany — weekdays 9am–8pm, Saturday 9am–1pm; France — weekdays 8am–8pm, Saturday 10am–7pm. No calls on Sundays in most member states. The Customer must verify rules for each target country.

5.6 Singapore and APAC

5.6.1 Singapore — PDPA Do Not Call (DNC) Registry

The Customer must check the Singapore DNC Registry (three separate registers: voice calls, text messages, fax) within 30 days prior to any marketing communication to Singapore numbers.
Penalties: Up to SGD 1,000,000 per contravention (increasing to SGD 10,000,000 or 10% of annual turnover under 2022 PDPA amendments).

5.6.2 New Zealand

The Unsolicited Electronic Messages Act 2007 applies to commercial electronic messages. Consent, identification, and unsubscribe requirements apply.

5.6.3 India

TRAI’s Telecom Commercial Communications Customer Preference Regulations 2018 (TCCCPR) apply. All commercial callers must register on TRAI’s DLT platform with pre-approved message templates before initiating calls or SMS.

5.6.4 Other APAC Jurisdictions

For all other APAC jurisdictions, the Customer is solely responsible for identifying and complying with all applicable telecommunications, marketing, data protection, and consumer protection laws before commencing operations.

6. SMS MESSAGING COMPLIANCE

6.1 General SMS Obligations

All SMS messages sent via the Platform must comply with applicable laws in both the sender’s and recipient’s jurisdiction. The Customer must:

Obtain appropriate consent before sending commercial or marketing SMS in accordance with applicable laws;
Clearly identify the sender in every SMS message;
Include a functional opt-out mechanism (e.g., ‘Reply STOP to unsubscribe’) in every marketing SMS and action opt-outs within the legally required timeframe;
Maintain consent records including date, method, and language of consent for a minimum of 5 years;
Never send SMS to numbers on applicable DNC registers without a documented lawful basis.

6.2 SMS Content Restrictions

The Customer must not send SMS messages that are deceptive, fraudulent, or misleading; impersonate any government body or regulated entity; contain malicious links or phishing content; or constitute spam, bulk unsolicited messaging, or SMS flooding.

6.3 US 10DLC and Toll-Free SMS

As detailed in Section 5.3.5, all A2P SMS to US numbers via 10DLC requires prior TCR Brand and Campaign registration. The Customer must maintain registration in good standing throughout the term. Klozer accepts no liability for blocked messages arising from the Customer’s failure to register.

6.4 Sender ID and Short Codes

The Customer must only use Sender IDs and Short Codes legitimately allocated or licensed for their use. Klozer reserves the right to suspend SMS services where it identifies misuse or impersonation through Sender IDs.

7. ACCEPTABLE USE POLICY

7.1 Permitted Uses

The Platform may only be used for lawful business purposes, including:

Customer service and support calls to existing clients;
Sales and marketing calls where the Customer has a lawful basis and has verified DNC register compliance;
Inbound call handling, routing, and recording for legitimate business operations;
Appointment scheduling, surveys, and research calls conducted with appropriate consent;
Collections and debt management calls within the regulatory framework of the relevant jurisdiction;
Internal business communications using allocated VoIP and DID resources;
SMS communications for customer service, transactional, and marketing purposes where consent requirements are met.

7.2 Absolutely Prohibited Uses

ZERO TOLERANCE — PROHIBITED ACTIVITIES — IMMEDIATE SUSPENSION WITHOUT NOTICE

The following activities will result in IMMEDIATE account termination, reporting to regulators,

financial clawback, and potential civil and criminal liability. No prior warning will be given.

Klozer operates automated real-time detection for all prohibited activity categories below.

Scam Calls: Making or facilitating any call intended to deceive, defraud, or mislead recipients, including impersonation of government agencies, banks, law enforcement, HMRC, ATO, IRS, CRA, or any regulated entity.
CLI Spoofing: Any manipulation, falsification, or misrepresentation of Caller ID/CLI data in any jurisdiction.
Spam Calls / SMS: Bulk unsolicited calls or text messages without lawful consent, including to DNC-registered numbers.
Automated Nuisance Calling: Operating predictive diallers, robocall systems, or automated messaging systems in violation of applicable regulations.
IRSF (International Revenue Share Fraud): Generating or facilitating inflated call traffic to premium-rate numbers.
Wangiri Fraud: Making brief calls to stimulate return calls to premium-rate numbers.
Phishing and Identity Fraud: Using the Platform for phishing, identity theft, financial fraud, or any other criminal activity.
Sanctions Evasion: Using the Platform to communicate with entities subject to international sanctions.
Platform Resale: Reselling access to the Platform’s VoIP, DID, or SMS infrastructure to third parties without Klozer’s prior written consent.
Network Abuse: Traffic pumping, sequential number dialling attacks, or any form of telecommunications network fraud.
Harassment: Using the Platform to harass, threaten, intimidate, or distress any individual.

7.3 Call Classification and Volume Notification

Prior to any campaign, the Customer must notify Klozer of the nature of calls to be made: cold/warm/existing customer; live agent or automated; estimated volumes; and target countries. Volume increases exceeding 200% above baseline within any 7-day period require prior written notification.

7.4 Automated and Predictive Dialling

The Customer must disclose any use of predictive diallers, automated calling systems, or AI-driven call initiation. For all automated calling:

Abandoned call rates must not exceed 3% of connected calls in any 24-hour period per campaign (UK/EU/AU) or 3% over any 30-day period (USA);
Abandoned calls must immediately play an information message identifying the business, providing a callback number, and offering an opt-out;
The same number must not be called more than once in 72 hours where no contact is established;
All automated calling must comply with calling hour restrictions in every target jurisdiction.

8. DATA PROTECTION AND PRIVACY

8.1 Controller / Processor Relationship

The Customer is the Data Controller for all personal data processed in connection with their use of the Platform. Klozer acts as a Data Processor in relation to personal data processed on the Customer’s behalf. A separate Data Processing Agreement (DPA) governs the terms of data processing and must be executed before personal data is processed through the Platform.

8.2 Customer Data Obligations

The Customer must at all times: maintain a documented lawful basis for every instance of personal data processing; provide clear and transparent privacy information to data subjects in each jurisdiction; register with relevant data protection authorities as required by law; respond to data subject rights requests within statutory timeframes; maintain Records of Processing Activities (ROPA); implement appropriate technical and organisational security measures; and notify Klozer of any data breach within 24 hours of becoming aware.

8.3 International Data Transfers

Where the Customer’s use of the Platform involves transferring personal data across international borders, the Customer must ensure that appropriate legal mechanisms are in place (e.g., EU Standard Contractual Clauses, UK IDTA, APEC Cross-Border Privacy Rules, or equivalent).

8.4 Call Recording

Where call recording is used, the Customer is solely responsible for: informing all parties of recording before it commences; obtaining any legally required consent; storing recordings securely with restricted access; retaining only as long as necessary; and complying with sector-specific retention requirements (e.g., FCA: 5 years for MiFID calls; ASIC: 7 years for financial services).

8.5 Data Retention and Deletion

Upon termination, Klozer will retain call data, recordings, and account configurations for 6 months. Following this period, data will be securely deleted unless a longer retention period is required by law or an ongoing regulatory investigation.

9. ANTI-SCAM, ANTI-FRAUD, AND ANTI-SPAM POLICY

9.1 Zero Tolerance Policy

Klozer operates a zero-tolerance policy towards any use of the Platform for scam, fraud, spam, or nuisance calling. Klozer operates automated real-time detection systems, continuously monitors call and SMS traffic, participates in industry anti-fraud bodies, and shares intelligence with upstream providers, regulators, and law enforcement. Immediate action — including account suspension — will be taken upon detection.

9.2 Customer Obligations

Not initiate, facilitate, or enable any Scam Call, Spam Call, or CLI Spoofing activity;
Promptly report suspicious activity on their account to [email protected];
Cooperate fully with any investigation by Klozer, regulators, or law enforcement;
Reimburse Klozer for all costs — including legal fees and regulatory exposure — arising from breach of this section;
Ensure all third-party agents and sub-contractors using the Platform through the Customer’s account comply with these Terms.

9.3 IRSF and Wangiri Fraud

IRSF and Wangiri fraud are criminal offences in multiple jurisdictions. The Customer accepts full financial liability for all IRSF-related charges incurred through their account and must implement appropriate controls to prevent such activity.

10. PLATFORM SECURITY AND ACCOUNT MANAGEMENT

10.1 Account Security

The Customer is solely responsible for maintaining account security, including:

Using strong, unique passwords updated at minimum every 90 days;
Enabling multi-factor authentication (MFA) — mandatory for all administrator and supervisor accounts;
Ensuring only authorised personnel have Platform access, revoked promptly on role or employment change;
Reporting any suspected breach to Klozer within 2 hours of discovery;
Rotating API credentials and webhooks immediately upon any suspected compromise.

10.2 Liability for Unauthorised Use

The Customer accepts full financial and legal responsibility for all call, SMS, and service activity attributed to their account, whether authorised or not. Klozer reserves the right to charge for all activity incurred prior to receipt of written notification of account compromise.

10.3 Number Management

The Customer must not port, transfer, or reassign any DID number without Klozer’s prior written consent. Klozer may reclaim unused numbers after 60 days of inactivity.

11. ENFORCEMENT, SUSPENSION, AND TERMINATION

11.1 Klozer’s Rights on Non-Compliance

In the event of any breach, or where Klozer reasonably suspects prohibited or harmful use, Klozer may at its sole discretion and without prior notice:

Immediately suspend all or part of the Customer’s access to the Platform;
Block specific call routes, CLI numbers, DID numbers, SMS Sender IDs, or campaign traffic;
Permanently terminate the Customer’s account and these Terms;
Report the Customer’s activity to regulators and law enforcement in all applicable jurisdictions;
Seek recovery of all direct and consequential losses, fines, investigation costs, and legal expenses.

11.2 Grounds for Immediate Suspension

Immediate suspension without prior notice will be imposed where Klozer determines that: the Customer is making or facilitating Scam Calls, Spam Calls, CLI Spoofing, IRSF, or Wangiri fraud; the account has been compromised and is generating fraudulent traffic; Klozer has received a regulatory direction to suspend; the Customer has provided false KYC information; or the Customer is in material breach of any applicable regulatory requirement.

11.3 Termination by the Customer

The Customer may terminate by giving 30 calendar days’ written notice to [email protected]. All charges accrued to the termination date remain payable.

11.4 Survival of Terms

Upon termination, all licences cease, allocated DID numbers may be reclaimed, and all outstanding balances become immediately due. Sections 8, 9, 11, 12, 13, 14, and 15 survive termination.

12. CHARGES, BILLING, AND FINANCIAL TERMS

Charges accrue from the Service Commencement Date regardless of Platform utilisation;
Invoices are issued monthly to the registered email address and payable within 14 days;
All activity charges incurred through the Customer’s account — whether authorised or not — are the Customer’s financial responsibility;
Late payment attracts interest at the applicable central bank rate plus 5% (Bank of England for UK; RBA cash rate for AU; US Federal Funds Rate; ECB rate for EU), calculated daily from the due date;
Services may be suspended where any invoice remains unpaid 30 calendar days after the due date;
Administrative fees may be imposed to recover costs from compliance breaches, regulatory investigations, or security incidents attributable to the Customer;
All prices are exclusive of applicable taxes (VAT, GST, HST) added at the applicable rate;
Klozer may amend pricing on 30 calendar days’ written notice. Continued use after the notice period constitutes acceptance.

13. LIMITATION OF LIABILITY

13.1 To the fullest extent permitted by applicable law, Klozer’s total aggregate liability shall not exceed the total charges paid by the Customer in the 6 months immediately preceding the date on which the relevant claim arose.

13.2 Klozer shall not be liable for any indirect, special, consequential, or punitive losses, including loss of profits, revenue, business, goodwill, data, or anticipated savings, howsoever caused.

13.3 Klozer shall not be liable for: (a) service interruptions caused by upstream network providers or force majeure events; (b) blocked calls resulting from STIR/SHAKEN authentication failures attributable to the Customer; (c) blocked SMS resulting from TCR registration failures attributable to the Customer; (d) regulatory fines imposed on the Customer for the Customer’s own non-compliance.

13.4 Nothing in these Terms limits Klozer’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

14. INDEMNITY

The Customer fully indemnifies, defends, and holds harmless Klozer and its directors, officers, employees, agents, and affiliates from all losses, damages, liabilities, claims, regulatory sanctions, and legal costs arising from:

Any breach of these Terms by the Customer, its agents, or employees;
Any Scam Call, Spam Call, CLI Spoofing, IRSF, Wangiri fraud, or prohibited activity through the Customer’s account;
Any claim by a third party arising from calls or SMS messages made using the Platform;
Any regulatory investigation or fine in connection with the Customer’s calling or messaging activity;
Any failure to comply with UK GDPR, EU GDPR, Australian Privacy Act, PIPEDA/CASL, TCPA, PDPA, or any other applicable law;
Any false, misleading, or incomplete information provided during KYC or registration;
Any negligent, fraudulent, or wilfully wrongful act or omission by the Customer in connection with the Platform.

15. GENERAL PROVISIONS

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, USA. The parties submit to the non-exclusive jurisdiction of the courts of Delaware. The following mandatory carve-outs apply in all cases:

Australia: Australian Consumer Law (CCA 2010), Privacy Act 1988, Spam Act 2003, and Do Not Call Register Act 2006 apply as mandatory overriding legislation.
Canada: CASL, PIPEDA (or applicable provincial privacy legislation), and CRTC regulations apply as mandatory overriding legislation.
USA: TCPA, TSR, and all applicable state laws apply as mandatory overriding legislation.
UK: Communications Act 2003, PECR, UK GDPR, and Ofcom’s General Conditions apply as mandatory overriding legislation.
EU/EEA: EU GDPR, ePrivacy Directive, and national telecommunications regulations apply as mandatory overriding legislation.
Singapore: PDPA 2012 and applicable IMDA regulations apply as mandatory overriding legislation.

15.2 Dispute Resolution

Before commencing legal proceedings, the parties must engage in good faith negotiations for a minimum of 30 days. If unresolved, disputes may be referred to non-binding mediation (JAMS for USA; CEDR for UK/EU matters) before litigation.

15.3 Amendments to These Terms

Klozer may amend these Terms at any time with a minimum of 14 calendar days’ written notice of material changes, published at www.klozer.io/terms-of-use. Continued use of the Platform after the notice period constitutes acceptance of the amended terms. If the Customer does not accept amended terms, they must cease using the Platform and notify Klozer within the notice period.

15.4 Assignment

The Customer may not assign, transfer, or novate these Terms without Klozer’s prior written consent. Klozer may assign to any affiliate or successor entity on 30 days’ written notice.

15.5 Entire Agreement

These Terms, together with any Service Order, Onboarding Form, KYC Declaration, and Data Processing Agreement, constitute the entire agreement and supersede all prior representations and discussions relating to the subject matter.

15.6 Severability

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid. All remaining provisions continue in full force.

15.7 Waiver

No failure or delay in exercising any right or remedy operates as a waiver. No waiver is effective unless given in writing.

15.8 Force Majeure

Klozer is not liable for failures caused by Force Majeure Events, including natural disasters, acts of government, upstream network outages, cyberattacks beyond Klozer’s reasonable control, or pandemic-related disruptions.

15.9 Notices

Notices must be in writing and delivered by email to the registered contact addresses of the parties. Notices are deemed received upon confirmed delivery. Legal and compliance notices to Klozer: [email protected] and [email protected].

15.10 Anti-Bribery and Modern Slavery

The Customer must comply with all applicable anti-bribery and anti-corruption laws and warrants that neither it nor any of its supply chain engages in modern slavery, forced labour, or human trafficking.

16. MANDATORY CUSTOMER DECLARATIONS

Deemed Acceptance on Subscription, Registration, or Use

The following declarations are deemed to be made and agreed to in full by the Customer at the moment they subscribe to, register for, purchase, access, or use any Klozer product or service. No separate signature or initials are required. Subscribing or accessing the Platform constitutes the Customer’s binding acknowledgment and acceptance of each declaration below.

Mandatory Declaration — Deemed Accepted on Subscription / Registration / Use	✓ Agreed
1. I/We confirm that the business is lawfully incorporated and that all registration details and KYC documents provided to Klozer are accurate, complete, and current. I/We will notify Klozer within 14 days of any material change to our business, ownership, or use case.	✓
2. I/We confirm that we have read, understood, and will comply with all telemarketing, Do Not Call, and consumer protection laws applicable in every jurisdiction from which we make calls and send messages, and to which calls and messages are directed, including but not limited to: the ACMA Do Not Call Register Act (AU), CASL and CRTC DNCL rules (CA), TCPA and TSR (USA), PECR and TPS/CTPS rules (UK), EU GDPR and ePrivacy Directive (EU), and PDPA DNC Registry (SG).	✓
3. I/We confirm that all contact data used for outbound calling and SMS has been lawfully obtained, is held in compliance with applicable data protection laws in every jurisdiction of operation, and that a documented lawful basis exists for every instance of personal data processing through the Platform.	✓
4. I/We confirm that all outbound calling and SMS campaigns will be screened against all applicable Do Not Call registers in each target jurisdiction — including the ACMA DNC Register (within 30 days), CRTC DNCL (within 31 days), FTC National DNC Registry (within 31 days), UK TPS/CTPS (within 28 days), Singapore DNC Registry (within 30 days), and equivalents — before any unsolicited contact is made.	✓
5. I/We confirm that all calls and SMS messages made through the Platform will display a valid, authorised, and dialable CLI or Sender ID that accurately identifies our business and complies with the CLI and Caller ID requirements of each jurisdiction in which calls are made.	✓
6. I/We confirm that CLI Spoofing, Scam Calling, Spam Calling, IRSF, Wangiri fraud, phishing, and all other prohibited activities listed in Section 7.2 are strictly prohibited and that we will not engage in, facilitate, or knowingly enable any such activity through the Platform.	✓
7. I/We confirm that where we use automated calling systems (predictive diallers, robocalls, AI-driven call initiation, or pre-recorded message systems), we have disclosed this to Klozer and will comply with all applicable regulations governing automated calls in each target jurisdiction, including abandoned call rate limits and mandatory message requirements.	✓
8. I/We confirm that all US A2P SMS campaigns sent via the Platform have been or will be registered with The Campaign Registry (TCR) and that valid Brand ID and Campaign ID will be provided to Klozer before any 10DLC SMS campaign is activated.	✓
9. I/We confirm that our STIR/SHAKEN attestation level declaration is accurate, that we will not misrepresent our attestation level, and that we will comply with all FCC and TRACED Act obligations applicable to our outbound US call traffic.	✓
10. I/We confirm that all calling activity through the Platform complies with the permitted calling hours applicable in every jurisdiction to which calls are made, including Australian ACMA hours, Canadian CRTC hours, US TCPA time restrictions, UK PECR hours, and applicable EU national hour restrictions.	✓
11. I/We confirm that we have identified and will independently comply with all telecommunications, data protection, and consumer protection regulations applicable in every country of our calling and messaging operations, and that we will seek independent legal advice as needed. We acknowledge that Klozer does not provide legal advice on applicable regulations.	✓
12. I/We understand and accept that non-compliance with these Terms may result in immediate service suspension without prior notice, financial clawback, referral to regulatory authorities in multiple jurisdictions, civil penalties, and potential criminal prosecution.	✓
13. I/We acknowledge that Klozer is required by its own regulatory obligations to monitor, detect, investigate, report, and act upon all suspected fraudulent or prohibited calling and messaging activity associated with our account — including sharing information with regulators and law enforcement — and we consent to this monitoring.	✓
14. I/We confirm that by subscribing to, registering for, purchasing, accessing, or using any Klozer product or service, we are entering into a legally binding contract with Klozer Inc. on the terms set out in this document, and that no physical signature is required for these Terms to be fully effective and enforceable.	✓

17. HOW ACCEPTANCE IS GIVEN — ELECTRONIC AGREEMENT

17.1 Acceptance by Subscription, Registration, or Use

YOUR AGREEMENT IS BINDING FROM THE MOMENT OF SUBSCRIPTION

These Terms of Use form a legally binding contract between you and Klozer Inc. and take

effect at the earliest of: (a) completing the online subscription or registration process;

(b) clicking ‘I Agree’, ‘Subscribe’, ‘Get Started’, or any equivalent button or checkbox

on the Klozer website or onboarding portal; (c) submitting payment for any Klozer product

or service; (d) activating or using any Klozer service for the first time; or (e) accessing

the Klozer Platform in any capacity.

No physical signature is required. Your electronic acceptance is legally equivalent to a

handwritten signature under applicable electronic transactions legislation, including the

Electronic Signatures in Global and National Commerce Act (USA), Electronic Transactions

Act 1999 (AU), Electronic Commerce Act 2000 (CA), Electronic Communications Act 2000 (UK),

and EU eIDAS Regulation.

17.2 Acceptance on Behalf of an Organisation

If you subscribe to, register for, or use Klozer services on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, ‘you’ and ‘Customer’ in these Terms refers to that entity. If you do not have such authority, you must not access or use the Platform.

17.3 Minors

The Platform is not available to individuals under the age of 18. By accessing or using the Platform, you represent that you are at least 18 years of age.

17.4 Changes to These Terms

Klozer may update these Terms at any time. The current version will always be published at www.klozer.io/terms-of-use with the effective date displayed. Klozer will provide at least 14 calendar days’ notice of material changes via email to the registered address. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the updated Terms.

17.5 Withdrawing Acceptance

If you do not wish to be bound by these Terms or any updated version, you must immediately stop using the Platform and submit a cancellation request to [email protected]. Charges accrued prior to cancellation remain payable.

17.6 Record of Acceptance

Klozer maintains electronic records of acceptance, including the date, time, IP address, and method of acceptance for each customer. These records constitute conclusive evidence of agreement to these Terms.