Terms & Conditions
These Terms & Conditions (the “Terms”) govern access to and use of the Klara Legal marketing website at klaralegal.com (the “Website”), the Klara Legal contract operations platform at platform.klaralegal.com (the “Platform”), and the services we provide with it — together, the “Services”. The Services are provided by Klara Legal BV, a private limited liability company (besloten vennootschap) incorporated in Belgium (company number BE 1041.533.441), with its registered office at Nederkouter 26, bus 401, 9000 Gent, Belgium (“Klara Legal”, “we”, “us”, “our”).
By accessing the Website, creating an account, joining the waitlist, placing an Order, or otherwise using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organisation (the “Customer”), you represent that you have authority to bind that organisation, and “you” refers to that organisation. If you do not agree, do not use the Services.
The Services are intended for business and professional users only and are not directed to consumers. If you have signed a master services agreement with Klara Legal, that agreement governs the Services it covers and prevails over these Terms.
1. Definitions
- “Customer Data” means any documents, contract text, company profile information, playbook content, comments, and other data and material that you or your Users upload to or generate within the Platform, or that we otherwise obtain from you in connection with the Services.
- “Output” means the results the Platform produces from Customer Data, including sanity-check findings, risk flags, conflict checks, portfolio views, briefings, reports, audit bundles, and generated document drafts or templates.
- “Order” means a sales order, or an order, plan or quote you accept through the Platform or in writing (including by email), that sets out the Services you buy and their fees.
- “User” means an individual you authorise to use the Platform under your account or Workspace.
- “Workspace” means a personal or organisational environment within the Platform in which Customer Data is stored and access is scoped.
- “Klara Technology” means the Platform and the technology we use to provide the Services, as described in clause 12.
2. The Services
We give you access to the Platform, on a free tier or on a subscription as set out in an Order, and provide the other services set out in an Order or otherwise agreed with you in writing. The Platform runs deterministic, rule-based checks on documents you provide and may apply artificial-intelligence models to refine evidence selection, assess conflicts, answer questions about your contracts, and summarise information, such as the changes in a negotiation round.
We provide the Services within a reasonable time and in line with any service levels agreed with you in writing.
The Platform evolves. We may change, replace, improve or discontinue features, and give no assurance that any feature on our roadmap or described as “coming soon” will be released. Beta, preview, early-access and experimental features are provided “as is”, without any availability, accuracy or continuity commitment. We will give you prior notice of any material reduction of the core functionality of a paid subscription; you may then terminate the affected subscription and receive a pro-rata refund of fees prepaid for the remaining period. Changes required for security, compliance or legal reasons may take effect immediately.
3. Eligibility and accounts
- Account creation, sign-in, and waitlist functionality on the Platform are provided by Clerk, acting as our processor, and are additionally subject to Clerk’s terms and privacy policy.
- You must provide accurate registration information and keep it current.
- You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account or Workspace, whether or not authorised by you.
- You are responsible for your Users’ compliance with these Terms. Workspace administrators may control member access, and may be able to view, export, or delete Customer Data within their Workspace.
- You must notify us promptly of any suspected unauthorised use of your account.
- Joining the waitlist does not entitle you to access. We may grant, decline, delay or limit access to the free tier, and may impose or adjust usage limits on it (for example on upload volume, document size, checks, or storage).
4. Service Providers
You may designate service providers (such as law firms, independent lawyers, legal consultants, fractional legal counsel, in-house counsel or finance partners) and give them access to your Workspace free of charge (each a “Service Provider”). Access is granted only with your prior consent, given in the Platform or in writing, and you determine each Service Provider’s access rights. Service Providers use the Platform on your behalf and subject to these Terms, and remain bound by their own professional, confidentiality and data protection obligations. We do not supervise, and are not responsible or liable for, any services a Service Provider renders to you. Services you purchase through Klara Legal are invoiced by us under the applicable Order.
5. Managed Legal Services
Where you submit a legal need through the Platform, we provide intake, triage, matching, coordination and matter management services (the “Managed Legal Services”) and connect you with a participating legal professional (a “Legal Professional”). You consent to the intake information you provide being shared with candidate Legal Professionals for matching and conflict checks before you make your final choice. We coordinate and invoice these services. Legal advice and legal representation are provided exclusively by, and remain the exclusive responsibility of, the Legal Professional concerned.
6. Acceptable use
You may make the Services available only to your Users, and may let subcontractors use them only with our prior written approval and within the number of Users in your Order. You agree not to, and not to permit any User or third party to:
- use the Services in breach of applicable law or any third-party right, or upload content you are not authorised to disclose or process;
- upload material that is defamatory, infringing, indecent or otherwise unlawful, or that contains special categories of personal data where not necessary for the intended use;
- license, sublicense, sell, resell, rent, lease, time-share, copy, publish or otherwise commercially exploit the Services, or make them available to anyone other than your Users;
- alter, modify, translate, reverse engineer, decompile, or disassemble any part of the Services, or otherwise attempt to extract their source code, except to the extent this restriction is prohibited by law;
- disable or circumvent any access control, or attempt to gain unauthorised access to the Services, other Workspaces, or related systems or networks;
- use the Services to build a competing product or service, including for in-house use, or carry out benchmarking or competitive analysis for publication without our prior written consent;
- introduce malicious code, or interfere with or place undue load on the Services or their infrastructure, including via scraping or automated bulk access not offered through a documented interface;
- remove any copyright or other proprietary notice from the Services, or file any copyright or patent application that includes any part of them.
7. Customer Data
As between the parties, you own all right, title, and interest in Customer Data and in your own materials, trademarks and other intellectual property. Customer Data is your Confidential Information; we use it only to provide the Services and do not disclose it to third parties without your prior written consent, except as set out in these Terms.
You represent and warrant that you own or hold all rights, permissions, and lawful bases necessary to upload and share Customer Data and to have it processed as described in these Terms and in our Privacy Policy, including where Customer Data contains information relating to counterparties or other third parties, that it does not infringe the rights of third parties, and that it contains no malicious code. You grant us all rights necessary to host, store, copy, process, transmit, and display Customer Data, to run AI analyses on it, and, where relevant, to forward documents and matters to the Service Providers you designate or the Legal Professionals designated or matched for you.
8. Usage data, aggregated data and derived insights
We may collect usage data, other than Customer Data, from your use of the Services, and use it in anonymised and aggregated form to analyse and improve our products and services.
We may also use Customer Data and usage data in anonymised or aggregated form, so that no individual customer, person, agreement or matter can reasonably be identified, for analytics, benchmarking, the improvement of our services and models, and the development of derived insights that may be made available through the Platform, such as contract and clause patterns, precedent, clause and benchmark libraries and other legal knowledge repositories for customers and legal professionals. You may opt out of this use at any time by written notice, with effect for the future. Derived insights and the structures, models and methodologies underlying them belong to us; Customer Data itself remains yours.
9. AI functionality; no legal advice
The Platform includes functionality powered by artificial-intelligence models, including models of third-party providers. Output may be incomplete, inaccurate, out of date, or not applicable to your circumstances, and AI-assisted elements may produce errors or fabricated content. Output does not constitute legal, tax or other professional advice. You remain solely responsible for reviewing Output and for any decision based on it, and must ensure review by a suitably qualified person before Output is relied upon or used towards third parties. Generated document drafts and templates are starting points that require that review before use.
Klara Legal is a technology company and legal operations platform. We are not a law firm, do not provide legal advice or legal representation, and do not carry out any regulated professional activity. Using the Services does not create a lawyer–client relationship or any professional secrecy between you and Klara Legal.
10. Third-party services and sub-processors
We use third parties to provide the Services, which may include: Clerk (authentication and waitlist); OpenAI, Mistral and Anthropic (AI model processing); cloud hosting and infrastructure providers located in Germany, in the European Union; a form-delivery service for Website enquiries; and a payment provider for invoicing and payment. We also run a self-hosted analytics tool on our own infrastructure; it is not a third-party recipient of Customer Data. We may add, replace, or remove sub-processors; the current position is reflected in our Privacy Policy. Your use of a third-party service through the Services may be subject to that provider’s terms.
11. Data protection
Each party will comply with the data protection legislation that applies to it, including the General Data Protection Regulation (EU) 2016/679 and Belgian data protection law, and will implement appropriate technical and organisational measures to protect personal data processed under these Terms. Where Customer Data contains personal data, you act as controller and Klara Legal acts as processor, processing it on your documented instructions to provide the Services. Such processing is governed by a data processing agreement (“DPA”); contact us to put one in place. Our processing of personal data as a controller — for example, account and contact information — is described in the Privacy Policy.
12. Intellectual property
We own all right, title and interest in the Klara Technology: our platform, including its software, models, prompts, workflows, document templates, platform logic, methodologies, taxonomies, classifications, checklists, playbook structures, legal intelligence assets and benchmark structures, all related know-how, and any improvements, updates and modules we develop, including on the basis of lawfully obtained feedback, usage data and anonymised or aggregated data. We also own any feedback, ideas or suggestions you give us about the Services, and our templates, know-how, processes and materials developed independently of our work for you.
We grant you a worldwide, non-exclusive, non-transferable, limited licence to access and use the Klara Technology during the term, for your internal business purposes, in line with our documentation and within the quantities in your Order.
You receive a perpetual, worldwide, royalty-free right to use Output (including risk maps, analyses and reports) for your organisation: for internal purposes, for sharing with your advisers, and in contract negotiations. The underlying models, methodology, taxonomies, prompts, generic formats and platform components remain ours, and we do not guarantee that any Output is exclusive to you.
13. Confidentiality
“Confidential Information” means non-public information, know-how and trade secrets disclosed by one party to the other that are marked as confidential or that a reasonable person would understand to be confidential, including Customer Data, the terms of any Order, and information about a party’s business, products, processes, methodologies, customers and technical knowledge. The receiving party will use Confidential Information only for the purposes of these Terms and not for its own benefit, protect it with reasonable care, and disclose it only to personnel, advisers and agents who need to know it and are bound by comparable obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it beforehand, is independently developed by it, or is lawfully received from a third party without a duty of confidence. A party may disclose Confidential Information where required by law, court order or a competent authority, after seeking the highest available protection, disclosing only what is required and, where possible, giving the other party prior notice. On termination, or on the disclosing party’s written request, the receiving party will return or destroy the disclosing party’s Confidential Information, subject to clause 15.
These obligations continue for five years after these Terms end, and for trade secrets for as long as they remain trade secrets under applicable law.
14. Fees and invoicing
- You pay the fees stated in your Order or, where no fee is stated there, the fee displayed in and accepted through the Platform when you order (such as for a matter submitted through the Managed Legal Services). Fees may consist of (a) a subscription fee for the tier in your Order, (b) a fixed workflow fee per matter submitted through the Managed Legal Services, (c) a Technology & Platform Fee, being a percentage of the fees of the Legal Professional engaged through the Managed Legal Services, and (d) the fees of the Legal Professional for the legal services performed under a matter. We invoice all of these to you.
- Unless your Order states otherwise, we invoice subscriptions annually in advance, at the start of each subscription period, and invoices are payable within 30 days of receipt. You reimburse out-of-pocket expenses you approved in writing in advance. A good-faith dispute about part of an invoice is handled as agreed in writing between us.
- We may adjust fees on renewal after prior written notice, and may index them annually.
- A free or freemium tier never converts to a paid tier automatically: an upgrade requires your explicit acceptance. While no fees are due (including free, freemium, beta or pilot use), all other provisions of these Terms continue to apply in full.
- Fees are exclusive of VAT and other applicable taxes. Each party is responsible for the taxes, social security contributions and other charges relating to its own business and personnel.
15. Term, renewal and termination
- Free use. These Terms apply for as long as you use the Services. You may stop using a free tier at any time; we may end it on 30 days’ notice.
- Subscriptions. Unless your Order states otherwise, a paid subscription runs for one year from its start date and then renews automatically for successive one-year terms, unless you notify us in writing at least 30 days before the end of the then-current term that you do not wish to renew.
- Termination for convenience. You may terminate a subscription or Order at any time on 60 days’ written notice. You remain liable for the subscription and service fees of the committed term, regardless of use and of whether that term has ended or the services have been fully performed.
- Termination for cause. Either party may terminate on written notice if the other commits a material breach that is not cured within 60 days of written notice, or immediately if the breach cannot be cured; or if the other party becomes insolvent, is subject to bankruptcy or insolvency proceedings not stayed within 7 days or dismissed within 90 days, is dissolved or liquidated, makes a general assignment for the benefit of creditors, or has a receiver or similar officer appointed over a material part of its business.
- Export and deletion. On termination or expiry, your right to access the Services ends and an export window of 30 days applies, during which you may export your documents in their original format and other Output in a common format (such as CSV, JSON or PDF). After the export window, Customer Data is deleted from our active systems, and backups are overwritten or definitively deleted within 90 days, except where we must retain data by law or for a legal dispute. Anonymised or irreversibly aggregated data that can no longer be related to you or any individual is not subject to deletion.
- Clauses that by their nature should survive termination will survive, including clauses 7, 8, 9, 12, 13, 14, 17, 18, 19 and 21.
16. Suspension
We may suspend your access to the Services, in whole or in part, in case of (a) non-payment of an undisputed invoice after its due date, (b) unlawful, fraudulent or abusive use or a breach of clause 6, (c) a security incident or a reasonable suspicion of compromised credentials, (d) a threat to the integrity, availability or security of the Services or their users, (e) a legal or regulatory requirement, or (f) a request of a competent authority. In the cases under (a), (c), (d) and (e), suspension may take immediate effect; in all other cases we first give notice and a reasonable opportunity to remedy.
17. Warranties
Each party represents that it has the right and authority to enter into these Terms and that the person accepting them on its behalf is authorised to bind it. We will perform the Services in a diligent, technically competent and professional manner in line with applicable industry standards, and our performance will not breach applicable law or third-party intellectual property rights in any material respect. You will comply with applicable law and cooperate with us as reasonably required for us to provide the Services. Except as expressly stated in these Terms, and subject to clause 2 for beta and similar features and clause 9 for Output, we give no other warranties, to the extent permitted by law.
18. Indemnification
- We will defend and indemnify you and your affiliates against third-party claims, and the resulting liabilities, damages, losses, fines and costs, arising from (a) our wilful misconduct or gross negligence, or (b) a claim that the Klara Technology, as provided by us, infringes a third party’s intellectual property rights. This does not apply to infringement resulting from your continued use after our notice of a claim, modifications not approved by us, a combination with products or technologies not needed to operate the Klara Technology, or use in breach of these Terms or an Order.
- You will defend and indemnify us and our members, officers, directors, shareholders, employees and agents against third-party claims, and the resulting liabilities, damages, losses, fines and costs, arising from (a) your wilful misconduct or gross negligence, or (b) your breach of your representations and warranties or of your confidentiality obligations under these Terms.
- The indemnified party will promptly notify the indemnifying party of the claim (a late notice only reduces the indemnity to the extent the defence is materially prejudiced) and cooperate at the indemnifying party’s expense. The indemnifying party controls the defence and settlement; the indemnified party may take part with its own counsel at its own expense. Neither party is bound by costs or settlements it has not approved, and no settlement may impose an obligation on the indemnified party without its consent, which may not be unreasonably withheld.
19. Limitation of liability
Neither party will be liable for consequential, incidental, punitive, special, exemplary or indirect damages or expenses, including lost profits or other economic loss, lost data or lost savings, even if advised of the possibility of such damages.
To the maximum extent permitted by law, each party’s aggregate liability arising out of or in connection with these Terms, whether in contract, warranty, tort (including negligence) or otherwise, will not exceed, in any six-month period, the subscription and service fees actually paid in the six months before the relevant event or series of events first occurred. If no fees were paid or due in that period (including free, freemium, beta or pilot use), each party’s aggregate liability will not exceed EUR 1,000.
Nothing in these Terms limits liability that cannot be limited under applicable law, such as liability for fraud or intentional misconduct.
20. Changes to these Terms
We may update these Terms from time to time. If a change is material, we will give notice by email or through the Platform at least 30 days before it takes effect, unless the change is required sooner by law or for security. Your continued use of the Services after a change takes effect constitutes acceptance. If you do not agree to a change, you must stop using the Services before it takes effect. For a paid subscription, a change does not alter the fees or the committed term of an Order already accepted.
21. Governing law and jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them, are governed by Belgian law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Ghent, Belgium have exclusive jurisdiction. In any proceedings to enforce these Terms, the prevailing party is entitled to recover its reasonable legal fees and costs, including on appeal, in addition to any other relief.
22. General
- Entire agreement. These Terms, together with the Privacy Policy, any DPA and any Order, are the entire agreement between the parties on their subject matter and supersede all prior proposals and discussions. If there is a conflict, an Order prevails over these Terms, and the DPA prevails on data protection matters.
- Assignment and subcontracting. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms, and may subcontract or delegate any of the Services, in whole or in part.
- No waiver. Failure to enforce a provision is not a waiver of it or of any later breach.
- Severability. If a provision is held invalid or unenforceable, the rest remains in effect and the provision applies to the fullest extent permitted by law.
- Independent parties. The parties are independent contractors; these Terms create no partnership, agency, employment or joint venture.
- Force majeure. A party prevented from performing by events beyond its reasonable control is excused to that extent after notifying the other party, must use commercially reasonable efforts to remove the cause, and resumes performance once it is removed. If the event prevents performance for more than 10 days, the other party may terminate on written notice.
- Notices. We may give notice by email to your account address or through the Platform. You may give notice to us via the contact form or in writing to our registered office.
- Language. These Terms are drawn up in English, which governs; any translation is for convenience only.
23. Contact
Klara Legal BV, Nederkouter 26, bus 401, 9000 Gent, Belgium — company number BE 1041.533.441. For questions about these Terms, use the contact form on our homepage.