Closd glossary

The Electronic safe allows you to archive your sensitive documents and original contracts over the long term, with guaranteed conservation of their probative force. Closd integrates the Arkhineo technology (the French leader in electronic archiving). Directly integrated into your Closd interface, the electronic safe is the perfect complement to the Advanced electronic signature to achieve optimal legal security.

A workspace for a transaction or matter is called a Project. Each Project is confidential and accessible only to users invited to that Project. Find all your Projects easily on the Closd Homepage. A Project can be closed; when it is, its content is permanently deleted from Closd’s servers after 14 days (it can be reactivated by an Administrator during this period).

An Administrator can manage the parameters of their firm/company’s Subscription. They can, via the Subscription space: – add or remove a Subscriber; – consult the list of ongoing and closed for all Projects for all Subscribers – restore a closed Project (if it was closed less than 14 days ago).

A Subscriber is a user who is part of your firm/company’s Closd Subscription. They can create new Projects as part of your Subscription. An Administrator can add or remove new Subscribers via the Subscription space.

Accountants can add users as Accountants in the subscription area. Accountants will be able to access the invoicing tab in the subscription area where the invoice history can be found. They cannot create Projects. The designation of one or more Accountant(s) is not counted as a licence.

When opening your Electronic Safe, a Records Manager should be appointed within your organisation. Subscription Administrators can then add other users as Records Managers in the subscription area. The appointment of a Records Manager is not counted as a licence.

A Project’s Settings page is only accessible to Project Managers. It allows them to manage the Project’s parameters, assign rights to Guests and view the signature counter. It also allows them to close the Project. If closed, a project’s content is permanently deleted from Closd’s servers after 14 days (it can be reactivated by an Administrator during this period).

Participants are users invited to a Project. They are either Project Managers or Guests. From the Participants page, Project Managers can: – add or remove a Participant; – manage confidentiality options; – resend an invitation email to a Participant; – download the full list of Participants on a Project.

A Project Manager is a Participant that has access to all of a Project’s functionalities and that controls access rights for Guests. For example, they can invite new Participants to a Project, send documents to be signed, or create and modify the Checklist.

On the Participants page, a Group allows you to sort Participants according to their role or interest (for example, all the Participants in a same company, or all the investors in a financing transaction). Bringing Participants together into Groups facilitates the use of certain features: for example, you can share documents with an entire Group, or define an entire Group as Responsible for a task on the Checklist. Project Managers constitute a separate Group. The other Groups are made up of Guests.

In a Project, a Guest is a Participant with restricted access rights. He is invited by a Project Manager and can access only what is shared with him by the Project Managers.

The Documents section makes it possible to store and exchange documents in a simple and secure way with other Participants, as part of a data room or a negotiation. By default, all Participants can add documents to this space, but Project Managers can remove this right for Guests via the Settings page.

In a legal transaction, a Data room is a secure space in which a so-called target company makes available to one oriManage is a Document Management System (DMS) solution. Used by many law firms around the world, it stores a firm’s internal documentation. Closd integrates with iManage to simplify the transfer of files from one solution to another. more other companies (potential buyers or investors, for example) and its advisers all its legal, financial and/or operational documents for audit purposes. This audit enables potential buyers or investors to identify any risks associated with the target company (for example, pending litigation) and to negotiate a price and a guarantee.

iManage is a Document Management System (DMS) solution. Used by many law firms around the world, it stores a firm’s internal documentation. Closd integrates with iManage to simplify the transfer of files from one solution to another.

The Checklist allows you to track each step of your project by creating tasks that are assigned to Participants or Groups. Project Managers can set access rights, responsible parties, a status, a completion date, and automatic reminders for each task. Participants can also exchange comments on a task. Each Checklist can be saved and reused on new Projects.

Each task in the Checklist can be assigned to one or more Participant(s) by a Project Manager. They then become a Responsible party for that task. They are notified by email and can receive automatic reminders when the task’s completion date is approaching.

Access rights can be set for tasks on the Checklist by the Project Managers. Participants who have access to a task are called Observers. Other Participants do not see that particular task.

In addition to the role of Responsible party, you can appoint one or more Participants as Task Validators. The Validators have to certify that the task has been completed by the Responsible party. They can, in particular, change the status of a task. They are notified by e-mail and can receive automatic reminders when the completion date of a task is approaching.

The Signing checklist allows you to sign one or more documents, electronically or by hand. Project Managers can manage every step of a signing, from document preparation to launching a signing session. Once a signing has started, all concerned Participants can track its progress in real time.

Certeurope is one of the two electronic signature technologies integrated into Closd. It is a French technology, certified at European level, used in particular for legal acts by the Conseil National des Barreaux or by Infogreffe to sign formalities online. Certeurope allows you to sign documents up to 100 MB, at Simple or Advanced level.

In the context of a transactional legal operation, a Closing is the final phase during which the documents and contracts negotiated by the parties are signed, come into force and produce their legal effects. Closings are often accompanied by transfers of funds from one party to another. Closd makes closings possible to be digitized and accelerated .

Participants checked as Recipients when preparing a document to be signed will receive the original document, once signed by all parties. This makes it possible in particular to carry out an escrow of the original documents. Recipients can then share the original documents with the relevant Participants when the time comes.

Docusign is one of two electronic signature technologies integrated into Closd. Docusign lets you sign documents up to 50 MB, at the Simple or Advanced level.

Participants who are Observers when preparing a document can follow the signing of the document in real time on the Signing Session page. Participants who are not Observers and are not Signatories or Validators of the document do not see the document to be signed. This preserves the confidentiality of the Signing Session.

Participants checked as Signatories when preparing a document for signature will have to sign the document. By default, Signatories are also Recipients.

The Advanced level is the second of three electronic signature levels outlined by the European eIDAS regulation (along with the Simple and Qualified levels). It requires a high level of authentication for Signatories in order to guarantee their identity and to ensure high legal security. On Closd, authenticating a Signatory to complete an Advanced Electronic Signature consists of 3 steps: password, automated ID verification and a code received by SMS.

The Simple level is the first of the three levels of electronic signature provided for by the European eIDAS regulation (together with the Advanced level and the Qualified level). The authentication of the Signatories is basic and consists of a signature link received by e-mail.

The scanned Handwritten Signature allows to realize signatures called “in counterparts”, valid in particular in common law countries. When a Project Manager selects this type of signature, Closd detects the signature pages of the document and sends them by e-mail to the Signatories. They can print them, sign them, scan them and upload them to Closd so that the final signed document is compiled. Closd has an option to comply with UK Mercury case law.

Participants checked as Validators when preparing a document to be signed will have to validate the selected document before signing it. This allows for example to have a contract validated by the Signatory’s counsel. The document is sent to the Signatories once the validation has been completed.

Identity Verification is one of the 3 authentication steps required to be able to sign documents in Advanced Electronic Signature. The Signatory must upload a valid identity document (e.g. identity card, passport, driving license, residence permit) before signing for the first time on Closd. Once completed, it is valid until the identity document expires.

The Signed Documents page is the personal space in which each Participant finds their signed originals, if any. Once a document has been signed by all the Signatories, the Recipients find the original signed as well as the authentication certificate. Recipients can share the original to other Participants by clicking the arrow icon.

A Bible is an archive containing all or part of the documents of a Project. Once generated (via the Bibles page), it can be downloaded and/or shared with other Participants. By default, only Project Managers can generate Bibles. They can allow Guests to do this through the Settings page.