Refund and Cancellation Policy

Article I: Introduction and Incorporation

1.1 Scope and Applicability

This Refund and Cancellation Policy (the "Policy") governs all transactions conducted through the CLÖCKH Platform and sets forth the terms and conditions under which refunds may be requested, processed, or denied, as well as the procedures and consequences associated with project cancellations by either Clients or Service Providers. This Policy applies to all Users (as defined in the Terms of Service) and supersedes any prior understandings, agreements, or representations, whether written or oral, relating to refunds or cancellations.

1.2 Incorporation by Reference

This Policy is an integral component of and is incorporated by reference into the CLÖCKH Terms of Service (the "Terms"), which Terms are available at getclockh.com/terms and are hereby incorporated by reference as though fully set forth herein. By accessing or using the Platform, creating an Account, or engaging in any transaction, you expressly acknowledge that you have read, understood, and agree to be bound by this Policy in its entirety. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Terms.

1.3 Mandatory Review Obligation

Users are strongly advised to review this Policy in its entirety prior to engaging in any transaction on the Platform. Acceptance of a Service Provider's quote by a Client, or submission of a quote by a Service Provider, constitutes affirmative acknowledgment that the User has read and agrees to be bound by this Policy. Failure to review this Policy does not excuse compliance with its terms or provide grounds for relief from its provisions.

1.4 Amendments and Updates

CLÖCKH reserves the right, in its sole and absolute discretion, to modify, amend, supplement, or replace this Policy at any time, with or without prior notice, subject to applicable law. Material changes to this Policy shall be communicated to Users via electronic mail to the email address associated with their Account or via prominent notice within the Platform interface, with such changes taking effect thirty (30) days following such notice unless a shorter period is required by law or the nature of the change. Your continued use of the Platform following the effective date of any such changes constitutes your acceptance of the revised Policy. Transactions initiated prior to the effective date of any amendment shall be governed by the version of this Policy in effect at the time of transaction initiation.

Article II: Platform Service Fees and Non-Refundable Charges

2.1 Imposition of Service Fees

CLÖCKH charges service fees (collectively, "Service Fees") to both Clients and Service Providers for access to the Platform and for the provision of services including but not limited to: secure payment processing infrastructure, automated contract generation, evidence-locked milestone verification systems, dispute mediation services, platform maintenance and support, regulatory compliance administration, and general operational overhead. These Service Fees are consideration for services rendered by CLÖCKH and are essential to the continued operation and improvement of the Platform.

2.2 Non-Refundable Nature of Service Fees

Service Fees are non-refundable under all circumstances, including but not limited to: (a) cancellation of a project by either the Client or the Service Provider; (b) disputes regarding the quality, completeness, or timeliness of services performed; (c) dissatisfaction with the services provided by a Service Provider; (d) changes in a User's financial circumstances or ability to pay; (e) changes in a User's business plans, priorities, or needs; (f) technical issues, interruptions, or downtime affecting the Platform; (g) disputes between Users; (h) violations of the Terms or this Policy by either party; (i) suspension or termination of a User's Account; or (j) any other reason whatsoever. Users acknowledge and agree that Service Fees are earned by CLÖCKH at the time a Project Contract is formed and that CLÖCKH has no obligation to refund Service Fees under any circumstances.

2.3 Calculation and Disclosure of Service Fees

Service Fees are calculated as a percentage of the total project value or milestone value, as applicable, and are disclosed to Users prior to formation of a Project Contract. The specific percentage rate applicable to Service Fees may vary based on factors including User account type, transaction volume, project category, or promotional offers, and is disclosed in the Platform interface at the time of transaction initiation. Users have the opportunity to review the Service Fees that will be charged before accepting a quote or submitting a proposal, and acceptance of a quote or submission of a proposal constitutes agreement to pay the disclosed Service Fees.

2.4 Allocation of Service Fees

Service Fees may be allocated between Clients and Service Providers in varying proportions, as determined by CLÖCKH and disclosed in the Platform interface. In typical transactions, Service Fees may be charged to both the Client (as a percentage of the payment amount) and the Service Provider (as a percentage of the amount received). The total Service Fees charged by CLÖCKH for a transaction are the sum of fees charged to both parties. CLÖCKH reserves the right to adjust the allocation of Service Fees between Clients and Service Providers at any time, subject to disclosure of the applicable fee structure to Users prior to transaction initiation.

2.5 Service Fees in Refund Scenarios

In the event that a refund is issued to a Client for any reason (including but not limited to disputes, cancellations, or chargebacks), Service Fees are not refunded. The refund amount payable to the Client shall be the gross transaction amount minus Service Fees and Payment Processing Fees (as defined in Article III). For example, if a Client pays $1,000 for a project and Service Fees are 5% ($50) and Payment Processing Fees are 3% ($30), the Client's net payment to the Service Provider is $920. If the project is cancelled and a full refund is issued, the Client will receive $920, not $1,000. The $80 in Service Fees and Payment Processing Fees is retained by CLÖCKH and the Payment Partner, respectively, as compensation for services rendered and costs incurred.

Article III: Payment Processing Fees

3.1 Imposition of Payment Processing Fees

In addition to Service Fees charged by CLÖCKH, transactions conducted via the Platform are subject to payment processing fees charged by our Payment Partner (the third-party payment processor retained by CLÖCKH to process payments). These payment processing fees (collectively, "Payment Processing Fees") are imposed by the Payment Partner and are passed through to Users without markup by CLÖCKH. Payment Processing Fees compensate the Payment Partner for services including but not limited to: credit card and debit card processing, bank account transfers, fraud detection and prevention, chargeback handling, currency conversion (if applicable), and compliance with payment card industry (PCI) standards and financial regulations.

3.2 Non-Refundable Nature of Payment Processing Fees

Payment Processing Fees are non-refundable under all circumstances. When a transaction is initiated, the Payment Partner incurs costs to process the payment, including interchange fees paid to card-issuing banks, network fees paid to card associations (such as Visa, Mastercard, American Express), and operational costs. These costs are incurred by the Payment Partner regardless of whether the transaction is ultimately completed, cancelled, or refunded. Accordingly, in the event of a refund, Payment Processing Fees are deducted from the refund amount and are retained by the Payment Partner. CLÖCKH has no control over Payment Processing Fees and does not receive any portion of Payment Processing Fees.

3.3 Calculation and Disclosure of Payment Processing Fees

Payment Processing Fees are calculated as a percentage of the transaction amount plus a fixed per-transaction fee, as determined by the Payment Partner and disclosed by CLÖCKH in the Platform interface prior to transaction initiation. The specific rates for Payment Processing Fees may vary based on factors including payment method (e.g., credit card, debit card, bank transfer), card type (e.g., domestic or international card), currency, and transaction volume. Users have the opportunity to review the Payment Processing Fees that will be charged before accepting a quote or submitting payment, and initiation of a payment constitutes agreement to pay the disclosed Payment Processing Fees.

3.4 Payment Processing Fees in Refund Scenarios

As stated in Section 3.2, Payment Processing Fees are not refunded in the event of a refund. When CLÖCKH processes a refund to a Client, the Payment Partner charges an additional fee to process the refund transaction. This refund processing fee is deducted from the refund amount. As a result, the total cost to the Client for Payment Processing Fees in a refund scenario includes: (a) the original Payment Processing Fee charged when the Client made the payment; and (b) the refund processing fee charged by the Payment Partner to process the refund. These fees are beyond CLÖCKH's control and are imposed by the Payment Partner in accordance with the Payment Partner's fee schedule and terms of service.

3.5 Changes to Payment Processing Fees

The Payment Partner may change Payment Processing Fees at any time, and such changes will be reflected in the Platform interface and communicated to Users as required by the Payment Partner's terms of service. CLÖCKH is not responsible for changes to Payment Processing Fees imposed by the Payment Partner, and Users agree to pay Payment Processing Fees at the rates in effect at the time of each transaction.

Article IV: Milestone-Based Payment System

4.1 Overview of Milestone System

The Platform utilizes a milestone-based payment system designed to protect both Clients and Service Providers by ensuring that payments are released only upon verification of work completion. Under this system, project payments are divided into one or more milestones, each representing a discrete phase, deliverable, or completion stage of the project. When a Client initiates payment for a milestone, funds are transferred to the Payment Partner and securely held ("Held Funds") until the milestone is verified as complete. Upon verification of milestone completion, Held Funds are released to the Service Provider. This system provides Clients with assurance that they will not pay for work that has not been completed, and provides Service Providers with assurance that payment will be released upon completion of agreed-upon work.

4.2 Milestone Definition and Agreement

Milestones are defined by mutual agreement between the Client and the Service Provider at the time of Project Contract formation. The parties may define milestones based on: (a) specific deliverables or work products (e.g., "completion of architectural plans," "delivery of first draft"); (b) phases or stages of work (e.g., "Phase 1: Foundation and Framing," "Phase 2: Electrical and Plumbing"); (c) time periods (e.g., "Week 1 payment," "Monthly retainer"); or (d) any other mutually agreed criteria. Milestones should be clearly defined, objectively verifiable, and reasonably specific to minimize ambiguity and reduce the likelihood of disputes. Vague or subjective milestone definitions (e.g., "substantial progress," "satisfactory work") increase the risk of disputes and may result in delayed payment releases pending dispute resolution.

4.3 Milestone Funding by Client

When a Client agrees to fund a milestone, the Client authorizes CLÖCKH and the Payment Partner to charge the Client's designated payment method for the full milestone amount plus applicable Service Fees and Payment Processing Fees. The funds are transferred to the Payment Partner and held securely pending milestone verification. During the holding period, the funds are not accessible to either the Client or the Service Provider and are not held in an account bearing the Client's or the Service Provider's name. The Payment Partner maintains the funds in accordance with applicable financial regulations and the Payment Partner's terms of service. Neither CLÖCKH nor the Payment Partner pays interest on Held Funds unless required by applicable law.

4.4 Milestone Completion and Verification

When a Service Provider believes that a milestone has been completed, the Service Provider submits a milestone completion request via the Platform. The milestone completion request should include: (a) a description of the work performed; (b) evidence of milestone completion such as photographs, documents, reports, or other deliverables; (c) any notes or explanations relevant to the milestone; and (d) a request for the Client to approve the milestone and authorize release of Held Funds. Upon submission of the milestone completion request, the Client is notified and given an opportunity to review the work, inspect deliverables, and either approve or dispute the milestone.

4.5 Client Approval and Fund Release

Upon receiving notification of milestone completion, the Client has five (5) business days to review the work and either: (a) approve the milestone, in which case Held Funds are immediately released to the Service Provider (minus Service Fees and Payment Processing Fees already deducted); or (b) dispute the milestone, in which case Held Funds remain frozen pending resolution of the dispute in accordance with Article V. If the Client does not respond within the five (5) business day period, the milestone is deemed approved by default, and Held Funds are automatically released to the Service Provider. This automatic approval mechanism protects Service Providers from unreasonable delays or non-responsive Clients while still providing Clients with a reasonable opportunity to review work and raise concerns.

4.6 Adjustment of Response Timeframes

The five (5) business day response period specified in Section 4.5 may be extended in the following circumstances: (a) if the Client provides advance notice to CLÖCKH that the Client will be unavailable for a specified period (e.g., due to travel, illness, or other circumstances) and requests an extension, CLÖCKH may, in its sole discretion, grant an extension of up to an additional five (5) business days; (b) if the milestone involves particularly complex work that requires extended review, inspection, or testing (e.g., engineering reports, large-scale construction projects, or technical implementations), CLÖCKH may, upon request by the Client or Service Provider, extend the review period to up to ten (10) business days; (c) for high-value milestones exceeding $10,000, CLÖCKH may automatically extend the review period to seven (7) business days to provide additional time for thorough review. Extensions beyond these timeframes require mutual agreement between the Client and Service Provider or approval by CLÖCKH for good cause shown.

Article V: Dispute Resolution and Mediation Process

5.1 Quality Disputes

Quality disputes arise when a Client disputes a milestone on the grounds that the work performed by the Service Provider does not meet the requirements of the Project Contract, contains defects or deficiencies, is incomplete, or is otherwise unsatisfactory. Quality disputes are the most common type of dispute on the Platform and require careful evaluation of evidence, application of industry standards, and exercise of judgment to determine the appropriate allocation of Held Funds. This Section 5.1 sets forth the procedures and standards governing resolution of quality disputes.

5.1.1 Client Dispute Initiation

When a Service Provider submits a milestone completion request and the Client believes that the work does not meet the requirements of the Project Contract, the Client may initiate a quality dispute by clicking the "Dispute Milestone" button within the Platform interface within the five (5) business day review period specified in Section 4.5. The Client must provide: (a) a detailed description of the deficiencies, specifying which aspects of the work fail to meet the Project Contract requirements; (b) photographic or video evidence documenting the alleged deficiencies; (c) references to specific provisions of the Project Contract that were allegedly violated; (d) expert opinions, industry standards, or building codes supporting the Client's position (if applicable); and (e) any other evidence relevant to the dispute.

5.1.2 Evidence Requirements for Clients

The quality and completeness of evidence submitted by the Client significantly affects CLÖCKH's ability to render a fair and accurate determination. Clients are strongly encouraged to provide the following types of evidence where applicable:

(a) Visual Documentation: Clear, well-lit photographs or videos showing the alleged deficiencies from multiple angles. Photos should include context (showing the overall work area) as well as close-up detail shots. Videos should be narrated or accompanied by written explanation identifying specific issues.

(b) Comparative Documentation: Side-by-side comparisons showing the work as performed versus the specifications or representations made in the Project Contract, proposals, or communications. For example, if the Service Provider promised a specific material or finish and delivered a different material or finish, photographic evidence of both should be provided.

(c) Communication Records: Screenshots or copies of all relevant communications between the Client and Service Provider, including the original project description, quote or proposal, clarifications, change requests, and any agreements or representations made during the project. These records help establish what was agreed upon and whether the Service Provider fulfilled their obligations.

(d) Expert Opinions: For complex or technical disputes, opinions from qualified third-party experts (such as licensed contractors, engineers, inspectors, or industry professionals) can be highly persuasive. Expert opinions should be detailed, specific, and based on industry standards or applicable codes.

(e) Industry Standards: References to applicable building codes, industry standards, manufacturer specifications, or professional best practices that the work allegedly violates or fails to meet. Clients should cite specific sections or provisions and explain how the work deviates from these standards.

5.1.3 Freeze of Held Funds

Upon initiation of a quality dispute, Held Funds associated with the disputed milestone are immediately frozen and remain frozen until the dispute is resolved. During the freeze period, neither the Client nor the Service Provider can access the Held Funds, and the funds remain with the Payment Partner. The freeze protects both parties by ensuring that funds are not distributed prematurely while the dispute is under review. The freeze does not affect funds associated with other milestones that are not in dispute; approved milestones proceed to payment regardless of disputes on other milestones.

5.1.4 Service Provider Response Period

Upon notification that a Client has disputed a milestone, the Service Provider is given seventy-two (72) hours to submit a response. The response deadline is calculated from the time CLÖCKH sends notification to the Service Provider via email and in-app notification. The Service Provider's response should include:

(a) Rebuttal Evidence: Photographs, videos, documents, or other evidence demonstrating that the work was completed in accordance with the Project Contract, or explaining apparent deficiencies.

(b) Explanation of Deviations: If the Service Provider acknowledges that the work deviates from the original specifications, an explanation of: (i) the reason for the deviation (e.g., Client requested change, unforeseen site conditions, material unavailability); (ii) whether the deviation was communicated to and approved by the Client prior to or during performance; and (iii) whether the deviation is functionally equivalent or superior to the original specification.

(c) Proposal for Remediation: If the Service Provider acknowledges that deficiencies exist and were the Service Provider's responsibility, a proposal for remediation including: (i) description of corrective work to be performed; (ii) timeline for completion of corrective work; and (iii) request that Held Funds remain held pending completion of corrective work rather than being refunded to the Client.

(d) Defense of Work Quality: If the Service Provider contends that the work meets or exceeds the requirements of the Project Contract, a detailed defense referencing: (i) specific provisions of the Project Contract; (ii) industry standards or common practices; (iii) communications with the Client approving the methodology or materials used; or (iv) other evidence supporting the conclusion that the work is acceptable.

5.1.5 CLÖCKH Mediation Review Process

Upon receipt of evidence and arguments from both parties, CLÖCKH shall conduct a mediation review to determine the merits of the dispute and the appropriate allocation of Held Funds. The mediation review process includes the following steps:

(a) Evidence Compilation and Organization: CLÖCKH shall compile and organize all evidence submitted by both parties into a case file, ensuring that all materials are reviewed and considered.

(b) Expert Consultation (If Necessary): For disputes involving complex technical issues, specialized trades, or matters beyond the expertise of CLÖCKH's standard review personnel, CLÖCKH may, in its discretion, consult with or retain independent third-party experts to assess the evidence and provide opinions. The cost of such expert consultation shall be borne by CLÖCKH, though CLÖCKH reserves the right to allocate such costs to the party ultimately determined to be at fault if the dispute is deemed to have been frivolous or brought in bad faith.

(c) Application of Standards: CLÖCKH shall evaluate the evidence in light of: (i) the express terms of the Project Contract; (ii) industry standards, customs, and practices applicable to the type of work performed; (iii) applicable legal requirements, building codes, and safety regulations; (iv) reasonable expectations based on the price paid, representations made, and nature of the work; and (v) principles of fairness, equity, and good faith.

(d) Determination of Outcome: Based on the evidence and applicable standards, CLÖCKH shall render one of the following determinations:

(i) Full Milestone Release: If CLÖCKH determines that the work performed meets or exceeds the requirements of the Project Contract and that the Client's dispute is without merit, CLÖCKH shall order full release of the milestone payment to the Service Provider. The Client's trust score may be negatively impacted if the dispute is deemed to have been frivolous or brought in bad faith.

(ii) Partial Milestone Release: If CLÖCKH determines that the work performed is partially complete, substantially complete with minor deficiencies, or complete but with quality issues that diminish its value, CLÖCKH shall order a partial release of the milestone payment to the Service Provider, with the amount determined based on the estimated percentage of value delivered. The remaining portion of the milestone payment shall be refunded to the Client (subject to deductions for Service Fees and Payment Processing Fees). CLÖCKH shall provide a detailed explanation of the calculation and rationale for the partial allocation.

(iii) Full Refund to Client: If CLÖCKH determines that the work performed is substantially deficient, fails to meet the requirements of the Project Contract to such a degree that it has little or no value, or was not performed at all despite the Service Provider's claims, CLÖCKH shall order a full refund of the milestone payment to the Client (subject to deductions for Service Fees and Payment Processing Fees). The Service Provider shall receive no payment for the disputed milestone.

(iv) Corrective Work Required: If CLÖCKH determines that the work performed has deficiencies but that such deficiencies are correctable and that it is reasonable to provide the Service Provider with an opportunity to remediate, CLÖCKH may order that Held Funds remain frozen and that the Service Provider be given a specified period of time (typically seven (7) to fourteen (14) calendar days, extendable based on complexity) to perform corrective work. Following the corrective work period, the Client shall be given an opportunity to inspect and approve the corrected work, and the dispute resolution process shall resume if the Client remains unsatisfied.

5.1.6 Timeline for Determination

CLÖCKH shall endeavor to render a determination in quality disputes within seven (7) to fourteen (14) business days from the date of complete submission of evidence by both parties. This timeline may be extended if: (a) the dispute is particularly complex and requires expert consultation; (b) additional evidence or clarification is requested from either party; (c) CLÖCKH is experiencing high dispute volume; or (d) either party requests additional time to submit evidence or to attempt direct resolution. CLÖCKH will communicate any extensions to the timeline to both parties via email and in-app notification. Users acknowledge that dispute resolution is a resource-intensive process and that some delays are unavoidable, particularly during periods of high Platform usage or for complex disputes requiring specialized expertise.

5.2 Non-Performance Disputes

Non-performance disputes arise when a Service Provider fails to commence work within the agreed timeframe, abandons a project after commencing work, or otherwise fails to perform their obligations under the Project Contract. Non-performance disputes are typically more straightforward than quality disputes, as they often involve objective questions of whether work was performed at all rather than subjective evaluations of work quality. However, disputes regarding the reasons for non-performance or regarding whether the Client contributed to the non-performance may require careful evaluation.

5.2.1 Client Evidence Requirements

To establish a non-performance claim, the Client should provide: (a) documentation showing the agreed start date or timeline for work commencement; (b) communication records showing attempts to contact the Service Provider or requests for status updates; (c) evidence that the agreed start date has passed without work commencing or that a significant period of inactivity has occurred; (d) any explanations or responses provided by the Service Provider (or evidence of the Service Provider's failure to respond); and (e) any evidence contradicting the Service Provider's explanations for non-performance (if applicable).

5.2.2 Service Provider Defenses

Service Providers may defend against non-performance claims by demonstrating that: (a) the failure to perform was due to Client actions or inactions (e.g., Client failed to provide access to property, failed to provide necessary information or materials, or failed to respond to requests for clarification); (b) the failure to perform was due to force majeure or circumstances beyond the Service Provider's control; (c) the parties mutually agreed to delay the start date or timeline; (d) the Client misrepresented material facts that would have affected the Service Provider's ability to perform; or (e) work was in fact commenced or performed, contrary to the Client's claims (with evidence supporting this contention).

5.2.3 Presumptions in Non-Performance Disputes

In the absence of compelling evidence to the contrary, CLÖCKH applies the following presumptions in non-performance disputes: (a) if more than thirty (30) calendar days have passed since the agreed start date or since the last communication from the Service Provider, and the Service Provider has not responded to the Client's attempts to contact them, there is a presumption of abandonment; (b) if the Service Provider provides a legitimate explanation for delay (such as documented illness, equipment failure, or force majeure) and proposes a revised timeline, the Service Provider is entitled to a reasonable extension unless the delay is excessive or the Client has a legitimate need for immediate cancellation; (c) if the Client has failed to fulfill preconditions to the Service Provider's performance (such as providing access or information), the Service Provider is not in breach for failure to perform until such preconditions are satisfied.

5.3 Scope Change Disputes

Scope change disputes arise when there is disagreement between the Client and Service Provider regarding whether work performed is within the scope of the original Project Contract or constitutes additional work requiring additional payment. These disputes often arise when the Client requests changes during the project or when the Service Provider encounters unexpected conditions requiring modification of the work plan. Scope change disputes require careful review of the original Project Contract, communications between the parties, and the nature of the changed or additional work.

5.3.1 Documentation Requirements

Both parties should maintain careful documentation of all scope changes, including: (a) the original project scope as defined in the Project Contract; (b) any change requests submitted by the Client or proposed by the Service Provider; (c) written agreements or approvals regarding scope changes; (d) any additional quotes or pricing for changed or additional work; and (e) communications clarifying the scope of work. In the absence of clear documentation, CLÖCKH will evaluate scope change disputes based on the parties' reasonable expectations, industry norms, and principles of fairness.

5.3.2 Burden of Proof for Scope Changes

The party asserting that work is outside the original scope (typically the Service Provider seeking additional payment, or the Client refusing payment for work claimed to be out of scope) bears the burden of proving that the work constitutes a scope change. CLÖCKH applies the following principles: (a) work that is reasonably necessary to complete the contracted work, even if not explicitly specified, is generally considered within scope; (b) work that goes beyond what was agreed or that addresses issues not contemplated in the original Project Contract is generally considered a scope change; (c) if the Client explicitly requested or approved additional work in writing, the work is considered a scope change requiring additional payment; (d) if the Service Provider performed additional work without obtaining the Client's approval, the Service Provider may not be entitled to additional payment unless the work was urgently necessary to prevent damage or was so closely related to the contracted work that it would be unreasonable to exclude it.

5.4 Timeline and Communication Disputes

Timeline disputes arise when there is disagreement regarding whether the Service Provider completed work within the agreed timeframe or whether delays were justified. Communication disputes arise when there is disagreement regarding what was agreed upon, what was communicated, or whether adequate notice or communication was provided. These disputes emphasize the importance of clear written communications and documentation throughout the project lifecycle.

5.5 Finality of CLÖCKH Determinations

CLÖCKH's determinations in disputes are final and binding as between the parties and CLÖCKH, subject only to the parties' right to pursue binding arbitration as set forth in Article XIX of the Terms of Service. If neither party initiates arbitration within thirty (30) calendar days of issuance of CLÖCKH's determination, CLÖCKH's determination becomes conclusive and non-appealable, and the parties waive any right to relitigate the dispute via any forum. CLÖCKH may, in its sole discretion, enforce its determinations by releasing or withholding funds, adjusting Account balances, suspending or terminating Accounts, or taking other actions consistent with its determination.

Article VI: Refund Processing Procedures and Timelines

6.1 Refund Calculation

When a refund is authorized pursuant to this Policy (whether due to cancellation, dispute resolution, or other grounds), the refund amount is calculated as follows: Gross Transaction Amount (the amount the Client paid) minus Service Fees (as described in Article II) minus Payment Processing Fees (as described in Article III) equals Net Refund Amount (the amount returned to the Client). For example, if a Client paid $1,000 for a milestone and Service Fees were 5% ($50) and Payment Processing Fees were 3% ($30), the Client would receive a refund of $920. The $80 in fees is retained by CLÖCKH and the Payment Partner as compensation for services rendered and costs incurred, consistent with Sections 2.2 and 3.2.

6.2 Refund Method

Refunds are processed to the original payment method used by the Client. If the original payment method is no longer valid (e.g., expired credit card, closed bank account), the Client must provide updated payment information or an alternative refund method. Refunds cannot be issued to third parties or to payment methods different from the original payment method unless the Client provides written authorization and complies with identity verification requirements. This policy protects against fraud and ensures compliance with financial regulations.

6.3 Refund Timeline

Refunds are processed by CLÖCKH and the Payment Partner within five (5) to ten (10) business days following the determination that a refund is due. The time required for the refund to appear in the Client's account depends on the payment method and the Client's financial institution: (a) credit card refunds typically appear within three (3) to seven (7) business days after processing; (b) debit card refunds typically appear within five (5) to ten (10) business days after processing; and (c) bank transfer refunds typically appear within seven (7) to fourteen (14) business days after processing. CLÖCKH is not responsible for delays caused by the Client's financial institution or payment card issuer.

6.4 Refund Confirmation

Upon initiating a refund, CLÖCKH will send email confirmation to the Client indicating that the refund has been processed and providing the expected timeline for the refund to appear in the Client's account. This confirmation serves as proof that the refund was initiated and provides the Client with information to track the refund with their financial institution if necessary.

6.5 Currency Conversion in Refunds

If the original transaction involved currency conversion (e.g., the Client paid in a currency different from USD), the refund will be processed in the same currency as the original transaction. However, the refund amount may differ from the original payment amount due to: (a) deductions for non-refundable Service Fees and Payment Processing Fees; and (b) exchange rate fluctuations between the date of the original transaction and the date of the refund. CLÖCKH and the Payment Partner are not responsible for exchange rate fluctuations and do not guarantee that refunds will be equivalent in value to the original payment when converted to the Client's local currency.

Article VII: Client-Initiated Cancellations

7.1 Cancellation Prior to Project Commencement

If a Client wishes to cancel a Project Contract after accepting a Service Provider's quote but before the Service Provider has commenced work, the Client is entitled to a full refund of Held Funds, subject to deductions for non-refundable Service Fees and Payment Processing Fees as described in Articles II and III. "Commencement of work" is defined as the Service Provider taking any substantive action toward performance of the Project Contract, including but not limited to: (a) traveling to the project site; (b) purchasing materials or supplies specifically for the project; (c) scheduling subcontractors or assistants; (d) conducting site assessments or measurements; (e) creating deliverables or work product; or (f) any other action that involves expenditure of time, effort, or resources toward project completion.

7.2 Cancellation After Project Commencement

If a Client wishes to cancel a Project Contract after the Service Provider has commenced work, the refund entitlement depends on the circumstances and is determined through the dispute resolution process described in Article V. The Client must initiate a cancellation request via the Platform interface, provide evidence supporting the grounds for cancellation, and participate in the mediation process. CLÖCKH will determine the appropriate allocation of Held Funds based on: (a) the amount of work completed by the Service Provider; (b) whether the Service Provider breached the Project Contract or delivered substandard work; (c) whether the Client has legitimate grounds for cancellation; and (d) principles of fairness and equity. Possible outcomes include: full refund to the Client (if Service Provider materially breached or failed to perform), partial refund with partial payment to Service Provider (if Service Provider partially performed), or full payment to Service Provider (if work was completed satisfactorily and cancellation is without merit).

7.3 Cancellation for Convenience

Clients may not cancel Project Contracts "for convenience" (i.e., without cause) after work has commenced without compensating the Service Provider for work performed. If a Client no longer wishes to proceed with a project due to changed circumstances, financial constraints, or other reasons unrelated to the Service Provider's performance, the Client must pay the Service Provider for all work completed to date plus any costs incurred by the Service Provider in preparation for or in connection with the project. CLÖCKH will facilitate negotiation between the parties regarding the appropriate compensation amount, and if the parties cannot reach agreement, CLÖCKH will determine the compensation amount through the mediation process.

7.4 Client Cancellation Procedure

To cancel a Project Contract, the Client must: (a) access the project via the Platform interface; (b) select the "Cancel Project" or "Dispute Milestone" option; (c) select the reason for cancellation and provide detailed explanation; (d) submit supporting evidence (if applicable); and (e) participate in the mediation process if the cancellation occurs after work commencement. The Client should communicate the cancellation to the Service Provider via the Platform's messaging system to allow for potential direct resolution before formal mediation.

Article VIII: Service Provider-Initiated Cancellations

8.1 Cancellation Prior to Project Commencement

If a Service Provider cancels a Project Contract prior to commencing work, the Client is entitled to a full refund of Held Funds, calculated and processed in the same manner as Client-initiated pre-commencement cancellations (subject to deductions for non-refundable Service Fees and Payment Processing Fees). However, Service Provider cancellations have reputation and trust score consequences as described in Section 8.3.

8.2 Cancellation After Project Commencement

Service Providers are strongly discouraged from cancelling Project Contracts after commencing work, as such cancellations create significant hardship for Clients and undermine trust in the Platform. If a Service Provider must cancel after commencing work, the Service Provider must: (a) provide detailed explanation of the reason for cancellation; (b) provide evidence supporting the reason (if claiming force majeure, safety concerns, or other legitimate grounds); (c) return any materials, equipment, or property belonging to the Client; (d) cooperate with CLÖCKH in determining appropriate compensation for work performed; and (e) accept that any payment for work performed to date is subject to CLÖCKH's mediation and the Client's approval. Service Providers who abandon projects without proper cancellation procedure or communication forfeit any right to payment and may face Account suspension or termination.

8.3 Reputation and Trust Score Impact

Service Provider cancellations are recorded on the Service Provider's profile and negatively impact the Service Provider's trust score. Each cancellation is displayed as part of the "Cancellation Rate" metric and may reduce search ranking and visibility. Progressive enforcement measures apply: first cancellation results in warning; repeated cancellations (2+ within six months or >5% cancellation rate) may result in temporary suspension (7-30 days); excessive cancellations (5+ within twelve months or >10% cancellation rate) may result in permanent Account ban.

8.4 Legitimate Reasons for Cancellation

CLÖCKH recognizes that legitimate circumstances may necessitate Service Provider cancellations, including: (a) personal emergencies (serious illness, family crises); (b) unforeseen business circumstances (equipment failure, material unavailability, loss of key personnel); (c) safety concerns (unsafe working conditions, threatening Client behavior); (d) force majeure events (natural disasters, government restrictions, civil unrest); or (e) Client misrepresentation (discovery that project differs substantially from what was represented). Service Providers asserting legitimate reasons should provide detailed explanation and supporting documentation, and CLÖCKH may waive or reduce negative consequences for demonstrably legitimate cancellations.

Article IX: Chargebacks and Payment Disputes

9.1 Prohibition on Unauthorized Chargebacks

9.2 Required Pre-Chargeback Procedure

Before initiating a chargeback, Users must: (a) attempt to resolve the dispute directly with the other party via the Platform's messaging system; (b) initiate formal dispute resolution through the Platform interface as described in Article V; (c) participate in good faith in CLÖCKH's mediation process; (d) allow CLÖCKH a minimum of fourteen (14) business days from the date of dispute initiation to render a determination; and (e) exhaust all dispute resolution procedures provided in this Policy. Only after completing these steps, and only if the User believes that CLÖCKH's determination was manifestly unjust or that the other party engaged in fraud that CLÖCKH failed to address, may the User consider initiating a chargeback. Even in such circumstances, Users are encouraged to pursue arbitration as provided in the Terms rather than initiating chargebacks.

9.3 Legitimate Grounds for Chargebacks

Chargebacks are appropriate only in the following limited circumstances: (a) fraudulent charges made without the User's authorization (i.e., the User's payment method was stolen or used without permission); (b) duplicate charges (where the User was charged multiple times for the same transaction); (c) the User was charged an incorrect amount significantly different from the authorized amount; or (d) the Service Provider or CLÖCKH engaged in fraud, and the User has exhausted Platform dispute resolution procedures without satisfactory resolution. Users initiating chargebacks for other reasons (such as dissatisfaction with work quality, disputes about project scope, or "buyer's remorse") violate this Policy and face consequences as described in Section 9.5.

9.4 CLÖCKH Response to Chargebacks

When CLÖCKH receives notice that a User has initiated a chargeback, CLÖCKH will: (a) immediately freeze any Held Funds associated with the disputed transaction; (b) investigate the chargeback to determine whether it was initiated in compliance with Section 9.2; (c) provide evidence to the payment card issuer or bank supporting the validity of the transaction, including Project Contract documentation, evidence of work completion, communications between parties, and records of the User's participation (or lack thereof) in Platform dispute resolution; (d) assess whether the chargeback appears to be fraudulent or retaliatory; and (e) take appropriate action against the User's Account as described in Section 9.5 if the chargeback was initiated in violation of this Policy.

9.5 Consequences of Unauthorized Chargebacks

Users who initiate chargebacks in violation of this Policy face the following consequences: (a) immediate suspension of the User's Account pending investigation and resolution of the chargeback; (b) if the chargeback is determined to have been initiated in bad faith or in violation of the required procedures, permanent termination of the User's Account; (c) forfeiture of any Held Funds associated with the User's Account; (d) negative impact on the User's trust score and public reputation indicators (if the Account is not permanently terminated); (e) liability for all costs incurred by CLÖCKH in responding to and contesting the chargeback, including but not limited to chargeback fees charged by the Payment Partner (typically $15 to $100 per chargeback), administrative costs, and legal fees; (f) liability for damages incurred by the other party to the transaction as a result of the chargeback; and (g) potential legal action by CLÖCKH or the affected party to recover damages, fees, and costs.

9.6 Service Provider Protection

CLÖCKH vigorously defends Service Providers against unwarranted chargebacks by providing comprehensive documentation to payment card issuers demonstrating that: (a) the transaction was authorized by the Client; (b) Services were provided in accordance with the Project Contract; (c) the Client had the opportunity to dispute the transaction through Platform procedures but failed to do so or received a determination in the Service Provider's favor; and (d) the chargeback appears to be an attempt to avoid payment for legitimate work. In many cases, CLÖCKH's evidence successfully reverses chargebacks in favor of Service Providers. However, payment card networks have their own rules and procedures, and CLÖCKH cannot guarantee successful chargeback reversals in all cases.

9.7 Chargeback Fees

When a chargeback occurs, the Payment Partner assesses a chargeback processing fee (typically $15 to $100) regardless of whether the chargeback is ultimately reversed or upheld. This fee is charged to CLÖCKH by the Payment Partner. CLÖCKH reserves the right to recover this fee from the User who initiated the chargeback by: (a) deducting the fee from any Held Funds associated with the User's Account; (b) charging the fee to the User's payment method on file; or (c) pursuing collection of the fee through legal process if necessary. Chargeback fees are in addition to any other damages, costs, or consequences resulting from unauthorized chargebacks.

Article X: Limitations and Disclaimers

10.1 No Guarantee of Refund Outcomes

10.2 No Liability for Payment Partner Actions

CLÖCKH is not liable for any acts, omissions, delays, errors, failures, or decisions of the Payment Partner, including but not limited to: (a) delays in processing payments or refunds; (b) Payment Processing Fees charged by the Payment Partner; (c) holds or freezes placed on funds by the Payment Partner for fraud prevention or compliance purposes; (d) payment method restrictions or declines; (e) currency conversion rates or fees; (f) chargeback determinations or procedures; or (g) any other matters within the Payment Partner's control. Users' sole remedy for issues with the Payment Partner is to pursue remedies directly against the Payment Partner in accordance with the Payment Partner's terms of service.

10.3 No Liability for User Disputes

CLÖCKH is not liable for disputes between Users, including disputes regarding work quality, project scope, timelines, communications, or any other matter arising from Project Contracts. CLÖCKH provides mediation services as a convenience to Users but is not a party to Project Contracts and does not guarantee the quality, timeliness, or suitability of Services provided by Service Providers. Users acknowledge that they engage in transactions with other Users at their own risk and that CLÖCKH is not responsible for User conduct or performance.

10.4 Time Limitations on Refund Requests

Refund requests must be submitted within reasonable timeframes to be considered. Specifically: (a) disputes regarding milestone completion must be initiated within the five (5) business day review period specified in Section 4.5, or Users waive the right to dispute (except in cases of fraud); (b) disputes regarding project cancellation or non-performance should be initiated promptly upon discovery of the issue, and in no event more than ninety (90) days after the issue arose; (c) requests for refunds based on alleged defects or quality issues must be made within thirty (30) days of milestone approval or project completion, except in cases where defects were latent and not discoverable through reasonable inspection; and (d) all refund requests must be made within one (1) year of the relevant transaction or Users forfeit any right to refunds. These time limitations protect Service Providers from stale claims and ensure that evidence is available for dispute resolution.

10.5 Limitation on Refund Amounts

As stated throughout this Policy, refunds are always subject to deductions for non-refundable Service Fees and Payment Processing Fees. Additionally, refund amounts may be limited by: (a) the amount of Held Funds available for the disputed milestone or project; (b) partial payment allocations where work was partially completed; (c) offsets for costs or damages incurred by the Service Provider; or (d) other factors affecting the appropriate refund amount as determined by CLÖCKH. Users acknowledge that refunds are never guaranteed to equal the full amount originally paid and that fee deductions are standard practice consistent with the economics of payment processing and platform operations.

10.6 No Interest on Held Funds

Neither CLÖCKH nor the Payment Partner pays interest on Held Funds during the holding period, except where required by applicable law. Held Funds are operational funds held for the purpose of facilitating transactions and are not deposit accounts or investment accounts. Users do not acquire any ownership interest in pooled funds or any right to earnings on Held Funds.

10.7 Force Majeure

"Force Majeure" means any event or circumstance beyond the reasonable control of either party that prevents, delays, or materially impairs performance of obligations under a Project Contract. Force Majeure events include but are not limited to: (a) natural disasters (hurricanes, floods, earthquakes, wildfires); (b) government actions (states of emergency, lockdowns, evacuation orders); (c) infrastructure failures (extended power outages, telecommunications disruptions); (d) civil unrest (riots, strikes, acts of terrorism or war); and (e) supply chain disruptions beyond the affected party's control. Force Majeure events excuse performance during the period of impossibility but do not automatically entitle either party to refunds. Instead, the parties should negotiate a reasonable resolution, which may include: project delay until conditions permit performance; mutual cancellation with equitable allocation of costs incurred; or other arrangements as may be fair under the circumstances. CLÖCKH will mediate Force Majeure disputes and will consider the reasonableness of each party's position and the foreseeability of the Force Majeure event.

Article XI: General Provisions

11.1 Entire Agreement

This Policy, together with the Terms of Service, Privacy Policy, and Community Guidelines, constitutes the entire agreement between CLÖCKH and Users regarding refunds, cancellations, and dispute resolution, superseding all prior agreements, understandings, or representations, whether written or oral, relating to such subject matter.

11.2 Severability

If any provision of this Policy is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be severed from this Policy, and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. The invalid provision shall be reformed or replaced with a valid and enforceable provision that most closely approximates the intent and economic effect of the original provision.

11.3 Waiver

No waiver of any term, condition, or provision of this Policy shall be deemed a further or continuing waiver of such term, condition, or provision or a waiver of any other term, condition, or provision. CLÖCKH's failure to enforce any right or provision of this Policy shall not constitute a waiver of such right or provision or a waiver of CLÖCKH's right to enforce such right or provision in the future. Any waiver must be in writing and signed by an authorized representative of CLÖCKH.

11.4 Governing Law and Arbitration

This Policy is governed by the laws of the State of Delaware, United States, without regard to conflict of laws principles. Any dispute arising from or relating to this Policy shall be resolved through binding arbitration in accordance with Article XIX of the Terms of Service, which provisions are incorporated herein by reference. Users waive the right to jury trial and the right to participate in class actions as provided in the Terms.

11.5 Amendments

CLÖCKH reserves the right to modify, amend, or update this Policy at any time in its sole discretion. Material changes will be communicated to Users via email or in-app notification with thirty (30) days' notice prior to the effective date. Transactions initiated prior to the effective date of amendments are governed by the version of this Policy in effect at the time of transaction initiation. Users' continued use of the Platform following amendments constitutes acceptance of the revised Policy.

11.6 Assignment

Users may not assign, transfer, or delegate any rights or obligations under this Policy without CLÖCKH's prior written consent, which consent may be withheld in CLÖCKH's sole and absolute discretion. Any attempted assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void. CLÖCKH may freely assign, transfer, delegate, or sublicense any or all of its rights and obligations under this Policy without restriction and without notice to or consent from Users, including but not limited to assignments in connection with mergers, acquisitions, sales of assets, or corporate reorganizations.

11.7 Force Majeure (Affecting CLÖCKH)

CLÖCKH shall not be liable for any delay in processing refunds, responding to requests, or performing any other obligation under this Policy if such delay results from causes beyond CLÖCKH's reasonable control, including but not limited to: acts of God; war, terrorism, or civil unrest; government actions or restrictions; pandemic or epidemic; strikes or labor disputes; failure of third-party service providers (including but not limited to the Payment Partner or hosting providers); cyberattacks or security breaches; telecommunications failures; natural disasters; or other Force Majeure events. During any such event, CLÖCKH's obligations shall be suspended for the duration of the event plus a reasonable recovery period.

11.8 Headings and Construction

The headings and subheadings in this Policy are provided for convenience of reference only and shall not affect the interpretation or construction of any provision. The use of the terms "including," "includes," "such as," or similar phrases shall be deemed to mean "including but not limited to" and shall not be construed to limit the generality of any preceding phrase. The singular shall include the plural and vice versa. The words "herein," "hereof," "hereunder," and similar terms refer to this Policy as a whole and not to any specific section or provision unless the context clearly indicates otherwise.

11.9 Language

This Policy is executed in the English language. If this Policy is translated into any other language, the English version shall control and prevail in the event of any conflict, ambiguity, or discrepancy between versions.

11.10 Electronic Signatures and Records

Users agree that this Policy, and any amendments thereto, may be executed, delivered, and accepted electronically, and that electronic signatures and records have the same legal force and effect as handwritten signatures and paper records. Users expressly consent to the use of electronic signatures, records, and notices in accordance with applicable electronic signature laws including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and any applicable state or local laws.

11.11 Survival

Provisions of this Policy that by their nature should survive termination of a User's Account or cessation of use of the Platform shall survive, including but not limited to provisions regarding non-refundable fees, dispute resolution, liability limitations, arbitration, governing law, and general provisions.

11.12 Contact for Disputes

Users with questions or concerns regarding this Policy, or Users who wish to initiate a dispute or cancellation request, should contact CLÖCKH via the dispute resolution interface within the Platform or via email at disputes@zaboca.org. For general customer support inquiries unrelated to disputes, Users may contact support@zaboca.org.

Article XII: Contact Information

For questions, concerns, or requests regarding this Policy, refunds, or cancellations, Users may contact CLÖCKH at:

END OF REFUND AND CANCELLATION POLICY
Last Updated: January 21, 2026
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