Terms of Service
DESCRIPTION OF SERVICE AND ACCEPTANCE OF TERMS
Clara Technologies Limited (Clara Technology) and its affiliates, Clara Formations Limited (Clara Formations) and Clara Partners Limited (Clara Partners) (together, we, our, Clara or us) provides services via a platform that gives users the ability to:
- subscribe to Clara to execute agreements, manage your stakeholders, perform company health checks and access to educational content allowing you to make informed decisions as you grow your business;
- engage with Clara Formations to incorporate an entity in Abu Dhabi Global Market and Cayman Islands; and
- engage lawyers from Clara Partners to provide legal services for you or your company.
- Part A: subscription terms for Clara platform (Subscription Services);
- Part B: terms to engage Clara Formations and Clara Partners (Clara Engagements); and
- Part C: general legal terms and conditions.
Please read these Terms of Service carefully before you engage Clara for any Clara Service. By using Clara, you are accepting and agreeing to be bound by these Terms of Service. If you do not agree to these Terms of Service, please refrain from using or engaging Clara immediately.
Clara Technologies Limited
DD-15-134-002 – 003, Level 15, WeWork, Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, United Arab Emirates
Clara Partners Limited
2406 ResCo-work02, Level 24, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
Clara Formations Limited
2406 ResCo-work02, Level 24, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
PART A – SUBSCRIPTION SERVICES
OUR SUBSCRIPTION SERVICES
Our Subscription Services consist of all the services we provide now or in the future, relating to our online SaaS platform.
CREATING A SUBSCRIPTION
When you create a subscription to use our platform and accept these Terms of Service, whether paid or otherwise, you become a Subscriber. If you’re the Subscriber, you’re responsible for paying for your Subscription Services when you upgrade to a paid tier of Clara.
PEOPLE INVITED TO USE CLARA
An Invited User is a person other than the Subscriber who has been invited to use our services through a subscription. If you’re an Invited User, you must also accept these Terms of Service to use our Subscription Services.
USER ROLES AND ACCESS
As a Subscriber inviting others into a subscription, you should understand the permissions you’re granting to Invited Users. User types and permissions will be updated from time to time and further information will be made available to you at the time of sharing your Clara profile.
If you are a member of one of our approved Clara Partner Programmes, you may be entitled to discounts on Clara Services. Please liaise with the Clara team at [email protected] before you proceed with a paid engagement for Clara Services and make them aware of the Clara Partner Programme you’re affiliated with. Failure to do so will not entitle you to a part refund after full payment is received.
THE RIGHT TO USE OUR SERVICES
Whether you’re a Subscriber or an Invited User, we grant you the right to use our Subscription Services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as the Subscriber continues to pay for the subscription, until the subscription is terminated or, if you’re an Invited User, until your access is revoked.
As a Subscriber, you take responsibility for fully controlling how your Subscription Service is managed and who can access it. For example:
- You can transfer a subscription.
- You control access to a subscription. You decide who is invited to use our services you’ve subscribed to and what kind of access an Invited User has. You can change or stop that access at any time.
- You’re responsible for resolving any disputes with any Invited Users over access to your subscription.
- You’re responsible for all activity by your Invited Users’.
- You confirm that you have the requisite approval and consent to upload the personal data of other individuals on the platform.
INTRODUCTION OF NEW OR REVISED SERVICES
Since Clara is a fast-growing tech startup, we are constantly striving to improve the platform both on user experience and user functionality. We therefore regularly expand our Subscription Services. For new or updates services, there might be additional terms. We will let you know what those terms are before you start using those services.
WHAT WE OWN
Occasionally we may offer a service at no charge – for example, a beta service or a time-limited account. Because of the nature of these services, you use them at your own risk.
CLARA SUBSCRIPTION PRICING
When you first sign up, you can opt for a freemium subscription based on the Subscription Terms of Service at the time. If you choose to upgrade at any time, you will be billed when you:
- add your billing details into our platform;
- pay by way of bank transfer an invoice generated by the Clara team; or
- pay by credit card via our payment gateway.
Your use of our Subscription Services beyond the free or beta tiers generally requires you to subscribe to a monthly subscription paid annually. The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. The pricing plan may vary by region and includes information set out in the offer details and pricing page. We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these Terms of Service. As with any other changes to our Terms of Service, changes to the pricing plan won’t apply retrospectively and, if we make changes and you’re a paid Subscriber, we’ll make every effort to let you know in advance.
IMPORTANCE OF TIMELY PAYMENTS
To continue accessing our Subscription Services, you must make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to your subscription until the payment is made.
Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these Terms of Service automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan.
TERMINATION BY CLARA
Clara may terminate or suspend your subscription or access to all or any data immediately if:
- you breach any of our Terms of Service and do not remedy the breach within 14 days after receiving notice of the breach;
- you breach any of our Terms of Service and the breach cannot be remedied;
- you fail to pay subscription fees;
- you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction; or
- you or your company appear on any sanctions list or are deemed, at Clara’s sole discretion, to be high risk for anti-money laundering purposes.
No refund is due to you if you terminate your subscription or Clara terminates it in accordance with these Terms of Service.
RETENTION OF YOUR DATA
Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a Subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.
We strive to maintain the availability of our Subscription Services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but we can’t guarantee it.
You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our Subscription Services.
Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our Subscription Services.
PROBLEMS AND SUPPORT
If you have a problem with the platform, we have a support team who can be contacted at [email protected].
We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavor to notify you where practical.
PART B – CLARA ENGAGEMENTS
WHAT CLARA ENGAGEMENTS ARE WE PROVIDING?
By engaging with Clara for a Clara Engagement, you may be engaging either Clara Formations for company incorporations and company secretarial services or Clara Partners for legal advice, or in some cases, both professional services.
WHEN WILL THE CLARA ENGAGEMENTS COMMENCE?
We will commence the performance of the Clara Engagements on the later of full receipt of payment of the fees or the date set out in the Engagement (Commencement Date). We will provide the Clara Engagements in accordance with the Engagement. The Services will not include the provision of any of the Exclusions set out in the Engagement. The provision of the Clara Engagements will be subject to the assumptions set out in the Engagement. Any new or expanded engagement beyond that set out in the Engagement requires our written consent and the parties will enter into a separate Engagement under the Terms of Service.
WHO WILL PERFORM THE SERVICES?
The Clara Contact (as set out in the Engagement) will have primary responsibility for the performance of the Client Engagement. The Clara Contact will be assisted by such other advisors and service personnel as Clara deems appropriate from time to time to provide high quality services in a cost-efficient manner. We will take direction from, and report to, the Client Key Contact as set out in the Engagement. Our duty of care is to you alone as our client and does not extend to your holding company, subsidiaries or other third parties.
HOW MUCH WILL YOU PAY?
You will pay the Clara Engagements provider the Fee (as set out in the Engagement) in consideration for us executing and completing the Clara Engagements in accordance with these Terms of Service. The Fee is exclusive of VAT. In addition to the Fee, we expect our clients to pay us certain out-of-pocket costs and expenses that are incurred by us in the performance of the Clara Engagements. These out-of-pocket costs and expenses include government fees, filing fees, actual expenses away from our office on our clients business and associated travel costs, courier charges and costs and expenses of a similar nature (each a Disbursement). Normally, Disbursements will be subject to reimbursement from you in the regular billing cycle. However, in some circumstances (e.g. in the case of particularly large items), we may ask you to pay these items directly or in advance.
We require full payment of the Fee in advance of commencing the performance of the Clara Engagement unless otherwise agreed in writing. An invoice will be issued to you upon acceptance of the Engagement and is payable immediately on receipt. If you fail to make any payment due to us under these Terms of Service by the due date for payment then, without limiting any other remedies available to us (in contract or law), we reserve the right to suspend the performance of all Clara Engagements until we have received payment in full. Our bills are expressed in USD, with an AED translation at a rate of AED 3.6725: USD1. If you choose to pay in USD, you must pay the USD amount expressed in our invoices to our USD account. If you choose to pay in AED, you must pay the AED translation expressed in our invoices to our AED account. You are responsible for all bank transfer fees associated with payment of the Fee and any Disbursements. The full amount invoiced should be the amount credited to our bank accounts. Any underpayment will be reinvoiced.
PART C – GENERAL LEGAL
TAXES FOR YOUR USE OF OUR CLARA SERVICES
You’re responsible for paying all other external fees and taxes associated with your use of our Clara Services wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.
HOW WE DEAL WITH CONFLICTS
Clara represents, and will represent, many other clients. Some may be your direct competitors (or direct competitors of companies in which you have an interest) or otherwise may have business interests that are contrary to your interests. It is possible that, during the time we are working for you, an existing or future client may seek to engage us, or a group company, in connection with an actual or potential transaction in which that client’s interests are, or may become, adverse to your interests. Clara Formations or Clara Partners cannot enter into an engagement with you if it could interfere with our ability, or the ability of a Clara group company, to represent existing or future clients who may develop relationships or interests adverse to yours.
In accepting the Engagement, you agree that Clara or any group company, may continue, or may undertake in future, to represent any existing or future client in any matter, even if the interests of that client in that other matter are directly adverse to our representation of you, as long as that other matter is not substantially related to this or our other engagements on your behalf. You agree that you will not seek to prevent Clara or any Clara group companies, acting for that client by reason of our holding your confidential information in these circumstances.
HOW CAN THIS AGREEMENT BE TERMINATED?
Either party may terminate a Clara Engagement by providing the other party with 30 days’ written notice. For Clara Formations, only Disbursements will be refundable if they have not already been submitted to the relevant government regulator. All other Fees rendered by Clara Partners and Clara Formations are non-refundable.
CONFIDENTIALITY AND COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS
For a Clara Engagement to be effective, you must provide us with all information relevant and material to the subject matter of the Engagement. We regard the lawyers’ duty to preserve the confidences and secrets of a client with the utmost seriousness. If Clara has confidential information from another client, Clara cannot disclose it to you (even if that information is relevant to our representation of you) nor can Clara disclose to another client confidential information that Clara may have received from you, even if that information is relevant to Clara’s representation of the other client. The confidentiality duty set out in this paragraph is subject to any statutory exceptions which might apply and require us to make disclosures to governments and/or governmental agencies (e.g. in relation to legislation on money laundering, proceeds of crime and terrorist financing). Where a lawyer knows or suspects that a transaction on behalf of a client involves money laundering, in certain jurisdictions the lawyer may be required to make a money laundering disclosure. If this happens, we may not be able to inform you that a disclosure has been made or the reasons for it. We confirm that we are in possession of evidence of your identity in compliance with relevant money laundering legislation, but we may write to you later to ensure that this documentation, and the information to which it relates, is current. You consent to our conducting electronic verification of identity and storing customer due diligence information electronically. To ensure compliance with relevant money laundering legislation we will not accept cash from you.
LIMITATION OF LIABILITY
Any advice that you receive under a Clara Engagement is subject to the limitations on liability set out in this paragraph and will be strictly for the benefit of you and not any third parties. You may not recover from us, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of these Terms of Service or otherwise relating to the Engagement, whether or not the likelihood of such loss or damage was contemplated. You may not recover from us, in contract or tort, under statute or otherwise aggregate damages in excess of the fees paid for the Engagement that directly caused the loss in connection with claims arising out of these Terms of Service or otherwise relating to the Engagement. The limitations in this paragraph will not apply to losses or damages caused by our fraud or wilful misconduct.
These Terms of Service shall be binding on, and enure to the benefit of, the parties to the Engagement agreed upon and their respective successors and permitted assigns, and references to any party shall include that party’s personal successors and permitted assigns.
PUBLICITY AND INTELLECTUAL PROPERTY
We reserve the right to publicise our role in this matter and our relationship with you, unless you inform us otherwise in writing. We will forward to you for comment before publication the wording of any information we intend to release. We retain the copyright and other intellectual property rights in our work product but you will have a licence to use and make copies of the documents we prepare for the purposes of the Engagement but not for other purposes unless otherwise agreed in writing.
Neither party shall be in breach of these Terms of Service nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Any claim for force majeure does not alleviate the requirement to pay any fees due or require any refund or termination of a Clara Engagement.
GOVERNING LAW AND JURISDICTION
These Terms of Service and the related Clara Engagement Engagement are governed by, and construed in accordance with, the laws of England and Wales and are subject to the exclusive jurisdiction of the Abu Dhabi Global Market Courts.
If you have any queries regarding Clara or these Terms of Service, please contact [email protected].
This version was last updated in July 2020.