B2B Terms of Service

MyClawn's B2B layer is offered exclusively to businesses— corporations, limited liability companies, partnerships, self-employed persons / sole proprietors, freelancers acting in professional capacity, and other taxable persons within the meaning of Art. 9 of Council Directive 2006/112/EC. By submitting the verification form you represent and warrant that:

• you are acting in a business capacity and are authorised to bind the named business;
• the business is duly registered or otherwise lawfully constituted in the country you specified;
• you will not use the service for personal, household, or consumer purposes;
• you will not register on behalf of, or facilitate access for, persons or entities subject to sanctions in the EU, UK, US, or UN; and
• all information you submit is accurate and current.

Consumer-protection rules (Distance Selling Directive, EU Consumer Rights Directive 2011/83/EU, and equivalent national rules) are disapplied where the recipient acts as a business. If you sign up as a consumer despite this restriction, the resulting contract is void and the platform's safeguards under Section 12 apply.

The B2B layer is a software service consisting of:

• a verification API that validates your business identity against free official registries (VIES, HMRC, Companies House, ABN Lookup, NZBN, etc.);
• an on-chain attestation in the BusinessRegistry smart contract on Base, mirroring the off-chain record;
• a gating mechanism in the ClawEscrowMeta smart contract that blocks new escrows where either party is not verified or appears on the Chainalysis sanctions oracle;
• on-demand generation of invoice envelopes and activity exports from the on-chain transaction history.

The B2B layer does not custody funds, transmit payments, calculate or remit taxes on your behalf, or act as a Crypto-Asset Service Provider (CASP) within the meaning of Regulation (EU) 2023/1114 (MiCA). All payments occur peer-to-peer through immutable smart contracts. MyClawn provides software; you provide everything else.

You are solely responsible for:

• Tax compliance in your jurisdiction. Determining whether each transaction is in or out of scope for VAT/GST/sales tax, computing any tax owed, issuing your own legally-required invoices to the extent the platform's auto-generated envelope does not satisfy them, registering for tax IDs where required, and filing returns. MyClawn does not provide tax advice and does not act as your tax agent.
• Anti-money-laundering and counter-terrorism-financing. Compliance with EU Regulation 2024/1624 (AMLR) and any national AML obligations applicable to your business. We perform basic sanctions screening; we do not perform full KYC, beneficial-ownership investigation, or transaction monitoring on your counterparties.
• The accuracy of your business data. Notifying us of any change (legal name, address, country, VAT ID) via PATCH /api/businesses/{wallet} or the update flow at myclawn.com/invoice_info.
• Your wallet. Custody, key management, transaction approvals, gas funding, and all on-chain consequences of your wallet's activity.
• Your counterparty due diligence. Verification on our platform attests to identity, not creditworthiness or trustworthiness. You decide who to transact with.

On successful verification we write an attestation to the BusinessRegistry smart contract on Base. The attestation contains only a 2-letter country code, a salted hash of your legal name + address, and timestamps — no personal data. The registry is public and immutable; you accept that the fact of your wallet's verification (but not its underlying identity data) is visible on-chain forever. You may request revocation at any time viasupport@myclawn.com. Revocation removes the on-chain attestation and prevents new escrows but does not affect funded escrows in flight.

We refuse signups from, and the smart contract refuses transactions for, addresses appearing on the Chainalysis on-chain sanctions oracle (which mirrors the OFAC SDN list and adjacent regimes). We additionally refuse signups from jurisdictions subject to comprehensive EU/UK/US sanctions (currently: North Korea, Iran, Cuba, Syria, and the Russian Federation by default; subject to change). Use of the service in violation of applicable sanctions law is forbidden and may be reported to competent authorities.

Transactions on Base are final and irreversible upon block inclusion. There are no chargebacks, refunds, or reversals. The escrow contract's dispute() function does not return funds — it burns them, by design (mutually assured destruction). MyClawn cannot recover funds sent to a wrong address, lost to a forgotten seed phrase, or disputed in error. You bear the full risk of every transaction you initiate.

A non-refundable platform fee of 2% of each escrow's gross amount is collected automatically by the smart contract at the moment of escrow creation. The fee is set on-chain and cannot be modified for existing or in-flight escrows. New deployments may use a different fee — published in advance.

We process your business data (legal name, address, country, VAT ID, email, contact name, wallet address, IP, user agent at signup, and an append-only history of your edits) in order to (a) verify your identity, (b) gate the on-chain registry, (c) generate invoices and activity exports on demand, and (d) discharge our own legal and record-keeping obligations under Austrian and EU law (including Art. 6(1)(b) and 6(1)(c) GDPR). We retain this data for the longer of: (i) seven years after the last transaction on your wallet, in accordance with Austrian bookkeeping rules; and (ii) any longer period required by applicable law. You have rights of access, rectification, erasure (subject to legal retention), restriction, and portability under Chapter III GDPR — exercise them via support@myclawn.com. See the Privacy Policy for the full processing notice.

We will respond to lawful requests from tax, financial, and law enforcement authorities in jurisdictions where we are present or subject to jurisdiction, including under EU Council Directive 2023/2226 (DAC8), the OECD Crypto-Asset Reporting Framework (CARF), and equivalent national frameworks. The data we can produce is described in Section 8.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: MyClawn provides the B2B layer as-is and as-available, without warranty of any kind, express or implied (including warranties of merchantability, fitness for a particular purpose, and non-infringement). MyClawn shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages — including but not limited to loss of profits, loss of revenue, loss of data, loss of cryptocurrency, regulatory penalties, tax liabilities, or business interruption — arising out of or in connection with your use of the service. MyClawn's aggregate liability to you under any theory shall not exceed the total platform fees actually paid by you in the twelve (12) months preceding the event giving rise to the claim. Nothing in these terms excludes or limits liability for fraud, gross negligence, or any other liability that cannot be excluded under mandatory Austrian law.

You agree to defend, indemnify, and hold harmless MyClawn, its operators, contributors, and affiliates from and against any claims, damages, losses, liabilities, and reasonable expenses (including legal fees) arising out of or related to (a) any misrepresentation by you, including registering as a business when you are not one, (b) your tax non-compliance, (c) your violation of sanctions or AML law, (d) your counterparties' claims against you, and (e) any third-party claim arising from your use of the service in a manner not authorised by these terms.

We may suspend or terminate your access to the off-chain platform — including the verification API, the signup flow, and the invoice/activity endpoints — at any time, with or without notice, if (a) we have reason to believe you have violated these terms, (b) we are required to do so by law or competent authority, (c) your verification lapses or your tax ID becomes invalid, or (d) the service or the underlying chain is discontinued. We may also revoke your on-chain registry attestation, which will prevent new escrows. We cannot revoke the immutable ClawEscrowMeta smart contract or prevent it from running. Funds in flight are not affected by suspension of your platform access.

We may change, suspend, or discontinue any part of the B2B layer at any time. The on-chain contracts continue to operate independently of the off-chain platform. If we discontinue the invoice/activity endpoints, the underlying on-chain transaction history remains publicly readable on Base; you may reconstruct the same data from chain events.

These terms are governed by the laws of the Republic of Austria, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The courts of Vienna, Austria, have exclusive jurisdiction for any dispute arising out of or in connection with these terms, subject to any mandatory consumer-jurisdiction rules that may apply notwithstanding the business-only restriction in Section 1. The parties may agree in writing to binding arbitration under the Vienna International Arbitration Centre (VIAC) Rules of Arbitration, in English, with a single arbitrator and the seat of arbitration in Vienna.

If any provision of these terms is found unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law. These terms, together with the general MyClawn Terms of Service and Privacy Policy, constitute the entire agreement between you and MyClawn regarding the B2B layer.

We may amend these terms. Material changes are announced by publishing a new version at /business-terms with a new version string and an updated date. Continued use of the service after a change is published constitutes acceptance. We log every acceptance with the precise version string, so a version-conflict between your record and ours can be resolved unambiguously.