Clarence Legal — Terms & Conditions

These Terms & Conditions ("Terms") govern your use of the Clarence AI‑assisted contract mediation platform at clarencelegal.ai (the "Platform") and any related services we provide.

The Platform is operated by Clarence Legal Limited, a company incorporated in England and Wales with company number 16983899 ("Clarence", "we", "us", "our"). Questions about these Terms should be sent to legal@clarencelegal.ai.

These Terms form a legal contract between you and Clarence. Read them carefully. If you don't agree with them, don't use the Platform.

Why this is in plain English. Clarence is a legal‑tech business. The irony of writing terms in legalese that nobody reads is not lost on us. We've kept the legal precision where it matters and used plain English everywhere we can. Headings are for navigation only — they're not part of the contract for interpretation.

1. Definitions

In these Terms, capitalised words have the meanings given to them when first used and the meanings below.

• "Account" — a Clarence user account, including any company workspace you belong to.
• "AI Output" — text, scores, classifications, suggested clauses, training feedback, mediation positions and any other content generated by the AI features of the Platform in response to your inputs.
• "Credits" — the metered unit by which AI Operations on the Platform are billed.
• "Customer Content" — anything you (or your company) upload, type, draft, or otherwise put into the Platform: contracts, playbooks, training scenarios, party‑chat messages, comments, attachments and the metadata that goes with them.
• "Documentation" — the user‑facing help, guides and policies we make available at clarencelegal.ai.
• "Enterprise Customer" — a Customer on the enterprise plan or on a separate written order form, where these Terms are supplemented by a signed Data Processing Agreement and (where applicable) Master Services Agreement.
• "Order" — your selection of a paid plan or top‑up at the Stripe checkout, or, for Enterprise Customers, a signed order form.
• "Plan" — the tier you are on: free_trial, beta, student, individual, pro or enterprise. The current plans are listed at /pricing.
• "Platform" — the Clarence Legal service made available at clarencelegal.ai, including all its features (the Quick Create, Contract Create and Co‑Create pathways, the Playbook engine, the Training Studio, the Mediation library, the Boardroom and Markets Reference agents, the RFP capability, the Document Centre, and any successor or replacement features).
• "User" — the individual using the Account. For company accounts, the User accepts these Terms on the company's behalf and on their own behalf.

2. Acceptance and account creation

These Terms apply from the moment you create an Account, click "I agree", access the Platform, or pay for a Plan — whichever happens first. By doing any of those things you confirm that:

(a) you are at least 18 years old; (b) you have the legal capacity to enter into a binding contract; (c) if you are signing up on behalf of a company or other organisation, you have authority to bind that organisation, and the words "you" and "your" in these Terms refer to both you personally and that organisation; (d) the information you have given us at signup is accurate; (e) you have read our Privacy Policy and accept the practices described there.

We may refuse to provide the Platform to any person, or close any Account, at our reasonable discretion — for example, where we reasonably believe these Terms have been breached or where we are required to do so by law.

3. Your Account

You are responsible for what happens on your Account. Specifically:

(a) keep your password and any other access credentials secret; (b) tell us promptly at security@clarencelegal.ai if you suspect unauthorised access; (c) keep your contact email up to date so we can reach you about service, billing and security matters; (d) make sure everyone who uses your Account has read these Terms and agrees to comply with them — you are responsible for their use as if it were your own.

For company workspaces, the workspace administrator can add and remove users. Adding a user to a workspace does not transfer that user's individual acceptance of these Terms — each User must accept them at first sign‑in.

4. The Plans

We offer the following Plans. Current features and Credit allocations for each Plan are at /pricing and in lib/plans.ts; the descriptions below are the contractual baseline.

• Free Trial — a time‑limited or Credit‑limited trial. Provided "as‑is" with no service‑level commitment. Subject to the Acceptable Use rules. We may end the free trial at any time and may decline to extend it.
• Beta — invited testers on the beta plan. See Section 14 (Beta‑specific terms) for the additional terms that apply to Beta users.
• Student — a starter tier for individual users (typically freelancers and students). Includes a limited set of starter‑pack templates. We may verify student or freelancer status by reasonable means.
• Individual — single‑User paid plan.
• Pro — team plan with the Playbook Guardrails framing. Suitable for businesses standardising on internal negotiation rules.
• Enterprise — custom pricing under a signed order form, with a Data Processing Agreement and (where applicable) data‑residency commitments.

We may change Plan features and pricing from time to time. For paid Plans, changes affecting price or the core feature set will be notified at least 30 days in advance by email and in‑product, and will take effect at the start of your next billing period. If you don't want to accept the change, you can cancel before the new period begins.

5. Payments and Credits

5.1 Fees

Fees for paid Plans and Credit top‑ups are shown at /pricing and at checkout, and are payable in advance. Unless we say otherwise, prices are quoted in British Pounds (GBP) and are exclusive of VAT and other applicable taxes, which will be added at checkout in accordance with our Stripe Tax configuration. For B2B customers established outside the UK, the reverse‑charge rules may apply where eligible.

5.2 How you pay

We use Stripe to take payment. By placing an Order, you authorise us (and Stripe) to charge your nominated payment method for the fees due. You agree to keep your payment method valid and to update it promptly if the details change. If a payment fails, we may suspend the Account until payment is made.

5.3 Billing cycle and auto‑renewal

Subscription Plans renew automatically at the end of each billing cycle (monthly or annually, depending on the Plan you selected) until cancelled. You can cancel at any time from the Customer Portal; cancellation takes effect at the end of the current paid period and there is no pro‑rata refund of subscription fees already paid for the current period (subject to your statutory rights — see Section 5.5).

5.4 Credits

Credits are the unit we use to meter AI Operations. Each AI Operation consumes Credits at the rate set out in the Platform. Credits are made available to you in two ways:

(a) Subscription Credits — bundled into your Plan and refreshed at the start of each billing cycle. (b) Top‑up Credits — purchased separately via Stripe Checkout.

Credit expiry — important. All Credits (both Subscription Credits and Top‑up Credits) expire at the end of the billing cycle in which they are issued. Unused Credits do not roll over to the next cycle. This is to keep the Plan pricing simple and predictable. We will surface your remaining balance in‑product so you can use what you have.

Credits have no cash value, are non‑transferable, and cannot be exchanged for refunds except as expressly stated in Section 5.5.

5.5 Refunds and your statutory rights

If you are a consumer purchasing online (i.e., not buying in the course of a business), you have a 14‑day statutory right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, starting on the day after you place the Order. We will refund the subscription fee for that Plan period in full provided you have not consumed any Credits; if you have used the Platform during the cancellation window, we may reduce the refund by the value of the Credits you have consumed at the prevailing rate, as the law allows.

Outside the 14‑day right to cancel, fees are non‑refundable, except where required by law or where we have materially failed to provide the Platform in line with these Terms and the failure is not remedied within a reasonable period after you have given us notice.

Enterprise Customers' refund and cancellation rights are as set out in their order form.

5.6 Late payment

If a payment is unpaid for more than 30 days after the due date, we may suspend the Account and (after a further reasonable period) terminate it. We reserve the right to charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, accruing daily.

6. Acceptable use

You must use the Platform in accordance with our Acceptable Use Policy, which is part of these Terms and incorporated by reference. Breach of the Acceptable Use Policy is breach of these Terms.

In short, and without limiting the AUP: you must not use the Platform for unlawful purposes, to evade sanctions, to attack our or any third party's systems, to reverse‑engineer or scrape the Platform, to extract our system prompts or training data, or to build a competing product. The full list is in the AUP.

7. Customer Content and the licence you give us

7.1 You own your content

As between you and Clarence, you own all rights in and to your Customer Content. Nothing in these Terms transfers ownership of Customer Content to us.

7.2 Licence to us

You grant Clarence a non‑exclusive, worldwide, royalty‑free, sub‑licensable licence to host, copy, transmit, display, modify (for technical adaptation only) and process your Customer Content for the limited purpose of operating, maintaining, supporting and improving the Platform for you. This licence ends when the relevant Customer Content is deleted, except for:

(a) backup copies, which expire on our standard 35‑day backup rotation; and (b) any copies we are required to retain to comply with legal obligations or to defend legal claims.

We do not use Customer Content to train Clarence models or to derive analytics that re‑identify you or your organisation.

7.3 Customer Content used with AI features

When you trigger an AI Operation, the inputs we send to our AI sub‑processor (Anthropic) and the outputs we receive back are subject to Anthropic's enterprise terms, under which Customer Content is not used to train Anthropic's foundation models. See the Privacy Policy Section 5 for the detail.

7.4 You warrant the content

You warrant that:

(a) you have all necessary rights to upload your Customer Content to the Platform and to grant the licence in Section 7.2; (b) your Customer Content does not infringe any third‑party right (intellectual property, privacy, confidentiality, publicity); (c) your Customer Content does not contain malware or anything that, if processed by the Platform, would breach applicable law.

8. AI Outputs — important

8.1 What AI Outputs are

The Platform's AI features generate suggestions, scores, classifications, drafted clauses, mediation positions, training feedback, and similar content based on the inputs you provide and the playbooks and reference data in scope. We call this AI Output.

8.2 What AI Outputs are not

AI Output is not legal advice. Clarence is a decision‑support tool, not a regulated provider of legal services. Solicitors, barristers, qualified in‑house counsel and other regulated advisers are the proper source of legal advice on your specific situation.

You must not rely on AI Output alone for any binding decision. Before signing a contract, taking a negotiating position with material commercial consequences, or making any decision that could affect your or anyone else's legal rights, you must obtain advice from a qualified legal adviser. The Platform makes this easier and faster; it does not replace the lawyer.

8.3 AI Outputs can be wrong

Large language models can be confident and wrong. Our Integrity Engine, playbook compliance checks and structured guardrails reduce the rate of error and surface uncertainty where it exists, but we cannot guarantee that any specific AI Output is correct, complete or fit for your purpose. Your review of AI Output before use is essential.

8.4 Ownership of AI Outputs

As between you and Clarence, you own the AI Output generated for you to the extent it is generated from your Customer Content and your prompts. This is subject to:

(a) our retained ownership of the underlying Platform, models, prompts, scoring rubrics and mediation library (see Section 9); (b) the rights of third parties (notably Anthropic's terms in respect of model outputs); and (c) the licence in Section 7.2 in respect of Customer Content embedded in or referenced by the AI Output.

You assume responsibility for your use of AI Output once it leaves the Platform.

9. Clarence's intellectual property

The Platform and everything in it (other than your Customer Content) is owned by Clarence or licensed to us, and is protected by intellectual property law. This includes, without limiting the generality:

(a) the Platform software, source code, object code, APIs, database schemas, user interface designs and Documentation; (b) the Mediation library — the rules / triggers / voice three‑layer architecture, the constraint engine, the trigger taxonomy, the voice templates, the voice/maths separation pattern, and the locked VOICE_SYSTEM_PROMPT; (c) the Playbook engine — the Structural Reasoning Pass (SRP), the CK Normalisation pipeline, the sub‑rule layer architecture, perspective‑aware playbook parsing and the Quality Check methodology; (d) the Training Studio assets — the Skills Ladder, the Arena pre‑flight pipeline, the Counter‑Party Intelligence architecture, and all associated scoring rubrics and drill catalogues; (e) the Integrity Engine — the four‑layer self‑correcting quality system implemented at lib/integrity-engine.ts and described in Annex B of the Clarence Bible; (f) the Mediation Reference data, the Markets Reference Engine and the Boardroom commercial Q&A agent; (g) the Plan‑Feature Canon and the credit‑metering model; (h) the trade marks CLARENCE, CLARENCE LEGAL, the logo, the "Honest Broker" trade mark and related brand assets; and (i) all AI prompts, scoring rubrics, evaluation harnesses and other materials we use to make the Platform work.

A more complete list is maintained in the IP Register at Chapter 15 of the Clarence Bible.

Nothing in these Terms transfers any of those rights to you. We grant you a limited, non‑exclusive, non‑transferable, revocable licence to access and use the Platform during your subscription, subject to these Terms. That licence does not include any right to:

• copy, modify, translate, adapt or create derivative works from the Platform other than as the Platform itself enables you to;
• reverse‑engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas of the Platform, except as expressly permitted by law (and then only after giving us 30 days' notice and a reasonable opportunity to provide the information);
• remove, obscure or alter any proprietary notices;
• use the Platform to develop, train or evaluate a competing product or service; or
• use any data‑mining, robots or similar automated means to extract data from the Platform.

10. Confidentiality

Each of us may receive information from the other that is non‑public or commercially sensitive ("Confidential Information"). Confidential Information includes, on our side, the non‑public details of the Platform and its operation; on your side, your Customer Content (including negotiating positions, fallback strategies, BATNAs and deal terms) and your commercial information.

Each of us will:

(a) treat the other's Confidential Information as confidential and use it only for the purposes of these Terms; (b) protect it with at least the same degree of care as we use for our own Confidential Information of similar importance, and never less than reasonable care; (c) only disclose it to staff, professional advisers and sub‑processors who need to know it and who are under equivalent duties of confidence; and (d) on termination, return or destroy it (subject to the retention permitted under Section 7.2 and Section 16, and to any legal hold).

The obligations above do not apply to information that is (or becomes) public through no fault of the recipient, was already known to the recipient free of any duty of confidence, was independently developed without use of the discloser's Confidential Information, or is required to be disclosed by law (in which case the recipient will, if lawful, give the discloser prompt notice and reasonable cooperation in challenging or limiting the disclosure).

11. Data protection

Each of us will comply with the UK GDPR, the Data Protection Act 2018 and all other applicable data protection law in connection with these Terms.

Where Clarence processes personal data as controller (as described in our Privacy Policy), the Privacy Policy governs.

Where Clarence processes personal data as processor on behalf of a Customer — typically Enterprise Customers in respect of personal data inside their contracts and playbooks — the parties will enter into the Clarence Data Processing Agreement at /legal/dpa, which is incorporated into these Terms by reference for those Customers.

12. Warranties

We warrant that:

(a) we will provide the Platform with reasonable skill and care; (b) we will use commercially reasonable efforts to keep the Platform available and to fix material defects within a reasonable time of becoming aware of them; (c) the Platform will materially conform to the Documentation in force from time to time.

Other than the warranties above, the Platform is provided "as is" and "as available" to the maximum extent permitted by law. We do not warrant that the Platform will be uninterrupted, error‑free, free of harmful components, or that AI Output will be accurate, complete or fit for your specific purpose. We expressly disclaim all implied warranties not stated above, including any implied warranty of merchantability, fitness for a particular purpose, satisfactory quality or non‑infringement.

Nothing in this Section limits any rights you have as a consumer that cannot lawfully be excluded.

13. Limitation of liability

This section limits our liability to you. Read it carefully.

13.1 What we don't limit

Nothing in these Terms limits or excludes either party's liability for:

(a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded under English law.

13.2 No indirect or consequential losses

Subject to Section 13.1, neither party is liable to the other for:

(a) loss of profits, revenue, business, contracts, goodwill, anticipated savings, or opportunity; (b) loss of, damage to or corruption of data, except to the extent caused by our breach of these Terms (in which case our liability is capped under Section 13.3); (c) indirect, special, consequential or punitive losses; or (d) losses arising from your reliance on AI Output without independent legal review (Section 8.2).

13.3 Cap on our liability

Subject to Sections 13.1 and 13.2, our total aggregate liability to you in connection with these Terms — whether in contract, tort (including negligence), breach of statutory duty or otherwise — is limited to the greater of:

(a) one hundred pounds sterling (£100); or (b) the total fees paid by you to Clarence in the six (6) months immediately preceding the event giving rise to the claim.

The cap in (b) is calculated on amounts actually paid, exclusive of VAT and exclusive of any third‑party fees passed through.

13.4 Beta and Free Trial

For users on the Free Trial or Beta plans, our total aggregate liability to you in connection with these Terms is limited to £100, with the carve‑outs in Section 13.1 still applying.

13.5 Enterprise Customers

Enterprise Customers may agree a different liability framework under their order form, which (where signed) prevails over Sections 13.3 and 13.4 for that Customer only.

14. Beta‑specific terms

This Section 14 applies in addition to the rest of these Terms for any User on the beta Plan. Where there is conflict, this Section 14 prevails for Beta Users.

(a) As‑is. Beta features are provided "as‑is" and "as‑available" for evaluation purposes. We make no service‑level commitment of any kind. The £100 cap in Section 13.4 applies.

(b) Change without notice. We may change, add, suspend or withdraw Beta features without notice. Some features may not graduate to general availability.

(c) Stability. Beta features may be unstable. We will give reasonable notice (where practical) before changes that would result in loss of Customer Content, but we cannot guarantee that all Customer Content created on a Beta feature will survive the transition to general availability. Export your important content.

(d) Feedback licence. You agree to provide reasonable feedback on your Beta experience if asked. Any feedback, suggestions or ideas you give us about the Platform are licensed to Clarence on a perpetual, royalty‑free, worldwide basis to use without restriction. We are not obliged to compensate you for, or to implement, any feedback.

(e) Confidentiality of Beta features. Beta features may not be generally known. Treat the existence, design and behaviour of un‑released Beta features as Clarence Confidential Information (Section 10) unless we say otherwise.

(f) Beta credits. Beta Users typically receive a Credit allocation per accepted invitation. Beta Credits expire if the Beta plan ends or if the Account is closed.

15. Indemnities

15.1 Clarence indemnifies you for IP claims about the Platform

Subject to the cap in Section 13.3 and the conditions below, Clarence will defend you against any third‑party claim that the Platform, used in accordance with these Terms, infringes that third party's UK copyright, registered trade mark or registered design right, and will pay damages and costs finally awarded against you (or agreed in settlement) on that claim.

This indemnity does not apply where the claim arises from: (i) your Customer Content; (ii) your modification of the Platform; (iii) your use of the Platform in combination with anything not supplied or approved by us where the claim would have been avoided but for the combination; or (iv) your use of the Platform after we have asked you to stop.

To rely on this indemnity, you must: notify us in writing promptly; give us sole conduct of the defence and settlement (we will not settle on terms that admit your fault or impose unreimbursed cost on you without your consent); and reasonably cooperate.

15.2 You indemnify Clarence for your content and your conduct

You will indemnify Clarence and its officers, employees and sub‑processors against any third‑party claim, loss, cost or expense (including reasonable legal fees) arising from: (i) your Customer Content; (ii) your breach of the Acceptable Use Policy; or (iii) your use of AI Output in breach of these Terms.

16. Suspension and termination

16.1 Your right to terminate

You may terminate these Terms at any time by closing your Account from the Customer Portal. Subscription fees already paid for the current period are not refundable (subject to Section 5.5).

16.2 Our right to suspend

We may suspend your Account or any User immediately if we reasonably believe:

(a) you are in material breach of these Terms (including non‑payment, an AUP breach, or a security risk); (b) suspension is necessary to protect the Platform, other customers or third parties; or (c) we are required to do so by law.

Where it is reasonable to do so, we will tell you why and what you can do to lift the suspension.

16.3 Termination for breach

Either party may terminate these Terms by written notice if the other party is in material breach and either the breach is not capable of remedy or the breach is not remedied within 30 days of written notice requiring remedy.

We may also terminate immediately if you become insolvent, enter a formal insolvency procedure, or cease to do business.

16.4 Termination for prolonged inactivity

For Free Trial and Student Plans, we may close Accounts that have been inactive for 180 consecutive days after giving 30 days' notice by email.

16.5 What happens on termination

On termination:

(a) all rights and licences granted to you under these Terms end immediately; (b) you must stop using the Platform; (c) you can export your Customer Content for 30 days after the termination date, after which we will delete it in accordance with our retention schedule (see the Privacy Policy); (d) accrued payment obligations survive; (e) the provisions of Sections 1, 7.2(a)–(c), 8.2, 9, 10, 11, 12 (the last sentence), 13, 15, 17 and 18 survive termination.

17. General

17.1 Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control (including act of God, war, terrorism, cyber‑attack, internet outage, sub‑processor failure, pandemic, government action). The affected party will give prompt notice and resume performance as soon as reasonably possible.

17.2 Notices

Notices to Clarence: by email to legal@clarencelegal.ai. Notices to you: by email to the address on your Account or by in‑product notification. Email notices are deemed received on the next working day after sending.

17.3 Assignment

You may not assign or transfer these Terms without our prior written consent.

17.4 No third‑party beneficiaries

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

17.5 Severability

If any provision is held unenforceable, the rest of these Terms continues in force, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable while preserving the parties' original intent.

17.6 Waiver

A failure or delay in enforcing a right is not a waiver of that right. Any waiver must be in writing.

17.7 Entire agreement

These Terms (together with the Privacy Policy, Acceptable Use Policy, Cookie Notice and, for Enterprise Customers, the DPA and order form) are the entire agreement between you and Clarence in relation to the Platform, and supersede any prior agreement on the same subject. Each party confirms that it has not relied on any statement not set out in these Terms (other than fraudulent statements).

17.8 Changes to these Terms

We may update these Terms from time to time. When we do, we will update the version number and "Last updated" date and post the new version at /legal/terms. For material changes, we will give you at least 30 days' notice by email and in‑product, and where the change requires renewed consent we will prompt you to re‑accept on next sign‑in. Continued use of the Platform after the effective date means you accept the new version.

17.9 Governing law and jurisdiction

These Terms, and any non‑contractual obligations arising in connection with them, are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts for any dispute, except that Clarence may bring proceedings to protect its intellectual property in any court of competent jurisdiction.

18. Contact

Questions about these Terms: legal@clarencelegal.ai.

Version v0.2 — prepared 2026-05-26 incorporating John's review comments on v0.1. Not yet in force.