These Terms (together with the documents referred to in it) set out the conditions on which you make use of www.clara.co. These Terms are set out as follows:
- Part A: subscription terms for the Clara platform (Subscription Services)
- Part B: terms when engaging Clara Formations (CSP Services)
- Part C: general terms and conditions
Please read these Terms carefully before you start to use Clara. By using Clara, you are accepting and agreeing to be bound by these Terms. If you do not agree to these Terms, please stop using or engaging Clara immediately.
Clara’s services are provided by, or on behalf of, and you are contracting with:
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
Some of our services may be provided by another company in the Clara group (for example, Clara’s company service providers). Please see further below for the specific terms on which those companies provide their services to you.
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 platform.
CREATING A SUBSCRIPTION
When you create a subscription to use our platform and accept these Terms, 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 to use our Subscription Services.
USER ROLES AND ACCESS
As a Subscriber inviting others into a subscription, you should understand the permissions you are 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 Subscription 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 are 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 are 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 have been granted) for as long as the Subscriber continues to pay for the subscription, until the subscription is terminated or, if you are 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 the Subscription Services you have subscribed to and what kind of access an Invited User has. You can change or stop that access at any time.
- You are responsible for resolving any disputes with any Invited Users over access to your subscription.
- You are 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 to Clara.
INTRODUCTION OF NEW OR REVISED 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 Services terms at the time. If you choose to upgrade at any time, you will be billed when you add your billing details into Clara and pay by credit card through our payment gateway.
Your use of our Subscription Services beyond the Start 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. Any changes to the pricing plan will not apply retrospectively and, if we make changes and you are a paid Subscriber, we will make every effort to let you know before we make those changes.
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 do not 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 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. Your Subscription Services will be automatically renewed and your credit card will be charged without further authorisation from you on the date applicable in the pricing plan you selected. You agree that Clara may retain your credit card details for these payments.
TERMINATION BY CLARA
Clara may terminate or suspend your subscription or access to all or any data immediately if:
- you breach these Terms and do not remedy the breach within 14 days after receiving notice of the breach;
- you breach these Terms 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.
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 will try to notify you in advance but we cannot 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 are 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 may discontinue some features. Where this occurs, we will try to notify you of these changes.
NO LEGAL, TAX OR FINANCIAL ADVICE
Clara is provided on an ‘as is’ basis and all information, commentary and other materials displayed on Clara are intended for general information purposes only. Therefore, we disclaim all liability and responsibility arising as a result of any reliance placed on such information, commentary or other materials contained on Clara by any visitor to our website, platform or by anyone who may be informed of any of its content. In particular, you agree that:
- we are not providing legal, financial, tax, investment brokerage or any other advice on Clara;
- the documents provided on Clara are not bespoke to your specific needs and may require additional legal advice – you should make your own judgment on the suitability of any such materials and obtain your own legal advice before using the documents; and
- we are not providing any assurance or guarantee that any documents obtained from Clara, or any Clara score or health check are suitable, sufficient or appropriate for your specific needs.
If you wish to receive legal advice from one of Clara’s expert startup law firm partners, please contact us either through Clara or our website.
NO LAWYER-CLIENT RELATIONSHIP
The use of Clara, and any email or other contact with us through it, does not create any lawyer-client relationship between you and Clara. Any information provided to us will not be privileged or confidential. To become a client of one of our law firm partners, they will follow a process which includes agreeing an engagement letter with you and observing various professional responsibility requirements, including know-your-client and managing conflicts processes.
USING THE AUTOMATED DOCUMENTS ON CLARA
When using the forms (Forms) to generate documents (Documents), you are not receiving legal or tax advice, and it is not intended to replace the need for professional advice. The Forms, and any directions or explanatory notes in them, and the Documents are only examples and are not personalised for you or your business. Generally, a Document will need to be changed to address your situation. We recommend you get help from a qualified lawyer or other legal services provider before using any Document.
The Documents are based on the laws of England and Wales. The laws of your jurisdiction may have different requirements. You must obtain professional or specialist advice to decide what the suitable documents are for your situation. We make no representations, warranties or guarantees, whether express or implied, that the Documents are suitable for use in other jurisdictions or that the Documents comply with the laws of any other jurisdiction. You must ensure your access to, and use of, the Documents complies with any applicable local laws in your jurisdiction.
You may use the Documents for your own personal business use in the following manner:
- If you are not a lawyer or other legal services provider, you may use the Documents to record transactions between you and other parties. You may also provide the Documents to your own legal services provider to receive legal advice on them if you inform your legal services provider that each Document has been generated using Clara and provide them with a copy of these Terms. You must ensure your legal services provider uses the Documents in accordance with these Terms.
- If you are a lawyer or legal services provider, you may use the Documents to provide legal advice to your clients for their own personal business use (including documenting transactions between your client and other parties).
You may view, change, or copy a Document, and make that Document available to other parties in compliance with these Terms. If you change a Document, you must remove all Clara branding and notices from it.
You must not use any part of the Documents for commercial purposes (including charging a fee to use the Documents) without obtaining a licence to do so from us.
You must not use them for any other purpose without our prior written permission. You must not modify, copy, reverse engineer or otherwise misuse any Form or Document.
You must examine a Document thoroughly before using it.
PART B: CSP SERVICES
In this section, references to Clara are to Clara Formations Limited (incorporated in ADGM with company number 000001216 and whose registered office is at DD-15-134-004 – 007, Level 15, WeWork Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates), Clara Formations (DIFC) Limited (incorporated in DIFC with company number 4385 and whose registered office is at Unit GD-PB-04-06-OF-10, Level 6, Gate District Building 4, Dubai International Financial Centre, Dubai, 121208, United Arab Emirates) and Clara Formations (Cayman) Limited (incorporated in the Cayman Islands with company number 350997 and whose registered office is at Suite 306, George Town Financial Centre, 90 Fort Street, PO Box 10061, Grand Cayman, KY-001, Cayman Islands). If you use Clara to incorporate a company or your company accesses services provided by Clara, this section applies to those services and references to the Company are to the company in respect of which Clara provides its services.
The Company appoints Clara exclusively as its company service provider to provide, or procure the provision of, the following services (CSP Services):
- company services (included in the annual fee payable by the Company to Clara):
- registered office address (if required under the regulations of the applicable jurisdiction of incorporation);
- minute book: Clara will maintain, at the registered office address, a minute book containing the following documents and information in relation to the Company:
- certificate of incorporation;
- articles of association; and
- the documents and registers (as listed below and as received at the registered office from time to time;
- company registers: Clara will keep at the registered office:
- register of shareholders;
- register of directors and officers; and
- such other registers as may be required by applicable law;
- service address: upon request, Clara will permit the use of its registered address as the service address for each shareholder, officer, authorised signatory and data protection officer of the Company;
- annual filings: following the timely provision of the necessary information and documents by the Company, and subject to payment of its fee, Clara will:
- prepare and file the annual filings for the Company’s annual return, commercial licence renewal and data protection renewal; and
- assist with the filing only of the Company’s accounts; and
- additional services (not included in the annual fee payable by the Company to Clara): all other services not described in company services above are additional services.
INFORMATION AND DOCUMENTATION
The Company shall promptly submit to Clara such documents and information as are required for:
- the Company to comply with its obligations under applicable law in relation to:
- maintenance of information and registers at the Company’s registered office; and
- filing obligations with the registrar of companies, including any event-driven filings; and
- Clara to provide the CSP Services to the Company.
The Company shall retain its records and supporting documentation in the manner, form and for the periods required under applicable law.
Upon request, the Company shall promptly provide to Clara any information and documentation as Clara deems necessary in relation to the Company or its directors, shareholders, business or source of funds to confirm compliance with applicable law or respond to a request from the registrar of companies.
The Company will notify Clara as soon as practicable and, in any event within three business days, of any changes to any of the following: articles of association, name, share capital, beneficial owner, director, authorised signatory, secretary, auditor, financial year, business activities, registered address, register of charges and the location of its registers. Clara will determine whether such change prompts a filing with the registrar of companies and a fee is payable in respect of such additional services.
COMPANY REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to Clara that:
- all capitalisation monies and other funds passing through the Company do not represent the proceeds of any unlawful activity;
- all acts which the Company requires Clara to carry out comply with applicable law;
- all statements and documents that Clara may be required to sign in relation to the Company will be true and accurate;
- the Company will carry out only those activities for which it has been approved by the registrar of companies (as applicable); and
- the Company will comply with its annual filing and renewal obligations under applicable law (if any).
In consideration of Clara providing the CSP Services to the Company, the Company agrees to pay Clara the fee and all government or registrar of companies fees, in full and clear funds, on the date stated in the invoice issued by Clara to the Company. The Company also agrees to reimburse Clara for all expenses and disbursements it incurs on behalf of the Company or otherwise in providing the CSP services. If the Company fails to pay any invoice by the due date for payment, Clara may charge an administration fee which will be payable on demand by the Company to Clara.
The Company shall be responsible for the payment of any fees and penalties as a result of:
- late filings due to the failure by the Company to pay any fees by the due date for payment;
- the Company failing to keep or provide information or documents requested by the registrar of companies or Clara in a timely manner;
- Clara terminating its CSP Services to the Company, except where Clara terminates on one month’s written notice; or
- the Company failing to comply with these Terms.
The Company irrevocably confirms and undertakes that:
- under no circumstances shall Clara be required or responsible for any tax filings or payments (including FATCA), even if Clara provides a majority of the directors or other management services to the Company; and
- where any tax filings or payments are required, the Company will be responsible for completing and submitting all such filings and payments without any involvement by Clara.
INSTRUCTIONS AND NOTICES
In performing the CSP Services, Clara is expressly authorised to rely upon instructions, advice or information given by a director, officer, authorised signatory of the Company or any legal adviser, manager or administrator appointed by the Company.
Any notice or communication to be given under these Terms shall be sent [email protected] and, in the case of the Company, to any director, officer, authorised signatory or key contact of the Company or any legal adviser, manager or administrator appointed by the Company.
The Company shall indemnify (on a full indemnity basis) and hold harmless Clara (for themselves and on trust and as agents for the benefit of the other Indemnified Persons as defined below), their successors and assigns and their respective directors, officers, employees, agents and partners present and future (together, the Indemnified Persons) and each of them, as the case may be, against all liabilities, obligations, losses, damages, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) which they may incur or be subject to as a result of these Terms in connection with the provision of the CSP Services by Clara, except and to the extent that the same are a result of the fraud or wilful default (as found by a court of competent jurisdiction) of the relevant Indemnified Person and this indemnity shall expressly inure to the benefit of any such person. This indemnity provision shall survive termination of these Terms.
TERMINATION OF CSP SERVICES
Either Clara or the Company may terminate the appointment of Clara under these Terms by giving the other party not less than:
- one month’s written notice;
- five business days’ written notice if:
- the other party breaches these Terms and does not remedy the breach within seven days after receiving notice from the first party of the breach;
- the other party breaches these Terms and the breach cannot be remedied;
- the Company fails to pay any invoice to Clara by the due date for payment;
- it would be improper, prejudicial or unlawful for Clara to continue to provide the CSP Services; or
- the Company is not compliant with applicable law or Clara would, in its sole discretion, no longer be compliant with the laws and regulations applicable to it (including anti-money laundering laws and regulations).
Upon termination of the appointment of Clara under these Terms:
- the Company shall complete any actions required under applicable law to reflect the termination of the appointment, including updating the Company’s registered office to a location other than that of Clara and notifying the registrar of companies of the termination of appointment (if applicable) ; and
- Clara may, at its sole discretion, refund any amount paid by or on behalf of the Company in respect of the CSP Services.
PUBLICITY AND INTELLECTUAL PROPERTY
We reserve the right to publicise our role providing the CSP Services to the Company, 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 CSP Services but not for other purposes unless otherwise agreed in writing.
COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS
Where Clara knows or suspects that a transaction on behalf of a client involves money laundering, in some jurisdictions we 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.
PART C: GENERAL TERMS AND CONDITIONS
RESTRICTIONS ON ACCESS AND USE
Your access to Clara may be terminated by us at any time without notice.
You may not do any of the following, directly or indirectly:
- violate any copyrights and other proprietary or intellectual property rights of Clara;
- engage in any “data mining”, “deep-link”, “page-scrape”, or use “bots/spiders” or similar data gathering and extraction tools or methods in connection with any part of Clara;
- decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce Clara;
- transmit, post, or otherwise make available:
- content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including any content that infringes on any intellectual property right or proprietary right;
- viruses, Trojan horses or other harmful programs or material; or
- advertising or promotional materials, “spam”, or any other form of solicitation;
- use any device, software or routine to interfere with the proper working of Clara;
- misrepresent your affiliation with or impersonate any person or entity;
- interfere with or disrupt any part of Clara, including imposing an unreasonable or disproportionately large load on the infrastructure of Clara, or attempt to circumvent Clara’s security features;
- remove or modify any copyright notices, other proprietary notices, or references to these Terms;
- misrepresent the content on Clara, or misinform others about the origin or ownership of the content from Clara;
- probe, scan, or test the vulnerability of any part of Clara or any network connected to our website, nor breach the security or other authentication measures on Clara or any network connected to Clara;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, knowhow or algorithms relevant to any part of Clara, or any software, documentation or data related to Clara; or
- modify, translate, or create derivative works based on services provided as part of Clara (except to the extent expressly permitted by us or authorised as part of a paid Clara service).
Any content obtained through, exported or created for you by any part of Clara, we hereby grant you with a non-exclusive, non-transferable, non-sublicensable license to use in connection with the ongoing operation of your business.
All copyright, trademarks and other intellectual property rights in all logos, designs, text, images and other materials on our website are owned by Lexlabs Group Holdings Limited or appear with the permission of the relevant owner. Those works are protected by copyright and trademark laws and treaties around the world. All such rights are reserved.
Except as expressly provided in these Terms, no part of Clara may be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Clara’s express prior written consent.
You may download publicly-available content on Clara only for your personal, non-commercial use, provided that:
- you keep intact all copyright and other proprietary notices; and
- if your copying or use of copyrighted materials on Clara is other than “fair use” under applicable copyright laws, you must seek permission directly from us.
LINKING TO AND FROM OUR WEBSITE
Whilst we retain the right to establish any hyperlinks between our website and any third party website at our discretion, you agree that you will not frame our website on any other website or create any hyperlinks or deep links between it and any third party website without Clara’s express prior written consent.
If you choose to use links displayed on our website, which link to third party websites, you will leave our website (whether or not you realise that you are leaving). Links on our website are provided for your information only and we have no control over the contents of those third party websites or resources. We are not responsible for the material on any other website that you enter. We exclude to the fullest extent permitted by law all liability that may arise in connection with or as a result of such external website material causing any damage, costs, injury or financial loss of any kind.
If you establish an account on Clara, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID.
If you believe that your account, user ID or password has been unlawfully disclosed or there has been a known or possible breach of security, please notify Clara immediately at [email protected].
Whilst we try to ensure that all information on Clara is accurate, no guarantees, representations or warranties are given that the content on our website is accurate, complete, up to date or error free. Use of Clara is at your own risk.
To the fullest extent permitted by law, we hereby expressly exclude:
- all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
- any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our website or in connection with the access, use, inability to use, or results of the use of our website, any websites linked to it and any materials posted on it, including liability for:
- loss of business;
- loss of income or revenue;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time;
- loss or damage caused to any equipment or software; and
- any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable; and
- in relation to any Documents, we will not be liable in connection with any:
- change you make to a Document;
- information in a Document, including if it is not accurate, complete or up-to-date; and
- Form or Document being unavailable.
You may not recover from us, in contract or tort, under statute or otherwise, aggregate damages in excess of the fees paid for the Subscription Services and CSP Services that directly caused the loss in connection with claims arising out of these Terms or otherwise relating to the Subscription Services and CSP Services.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, malicious code or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Clara or to your downloading of any material posted on it, or on any website linked to it.
We will not be in breach of these Terms or liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure result from events, circumstances or causes beyond our reasonable control. Any claim for force majeure does not alleviate the requirement to pay any fees due or require any refund or termination of the Subscription Services or CSP Services.
UPLOADING TO CLARA
PRIVACY AND COOKIES
You are responsible for paying all other external fees and taxes associated with your use of Clara, wherever imposed. Your responsibility includes withholding tax (if applicable), unless we already process that withholding tax. We may collect geographical 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. All amounts payable by you to Clara are exclusive of value added or similar tax (VAT). If VAT is chargeable on any supply under these Terms, and on receipt of a valid VAT invoice, you will pay such VAT to Clara.
OUR WEBSITE CHANGES REGULARLY
We aim to update our website regularly and may change the content at any time. If the need arises, we may suspend access to our website, or close it indefinitely. Any material on our website may be out of date at any given time and we are under no obligation to update it.
If any provision of these Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms and the validity and enforceability of the other provisions of these Terms shall not be affected.
We may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we have made as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on our website or platform.
GOVERNING LAW AND JURISDICTION
These Terms 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 the information contained on it, please contact [email protected].
This version was last updated in February 2022.