General Terms and Conditions
Clarisign – General Terms and Conditions
Last updated: 23 August 2025
Provider: CAMNY LTD (company no. 15719462), registered office: 20 Wenlock Road, London, England, N1 7GU (“Clarisign”, “we”, “us”).
Contact: info@clarisign.ai
Applicability: These Terms and Conditions (“Terms”) govern access to and use of the Clarisign platform and any related services by business customers only (each a “Customer”). They form part of the Agreement together with the Order Form and any Statements of Work (each a “SOW”).
Important: Clarisign is a B2B service and is not intended for consumers. If you are a consumer, you may not use the Services.
1. Definitions and Order of Precedence
1.1 Definitions. Capitalised terms not defined here have the meaning given in the Order Form. In these Terms:
- Affiliate means an entity controlling, controlled by, or under common control with a party.
- Agreement means the Order Form, these Terms, any SOW(s), the Data Processing Agreement (“DPA”), and any documents incorporated by reference.
- Customer Data means data, content, files, documents and other materials (including prompts) that Customer or its users submit to or through the Services.
- Output means content generated by the Services in response to Customer prompts or inputs.
- Services means the Clarisign collaborative AI workspace for legal and compliance teams (web app, any desktop add-ins, browser extensions and APIs if subscribed), and related hosting, support and maintenance.
- Usage Data means analytics and telemetry about use of the Services (e.g., feature usage, performance, diagnostic, and aggregated metrics) excluding Customer Data.
1.2 Order of precedence. If there is a conflict, the following order applies: (a) Order Form; (b) these Terms; (c) DPA; (d) any SOW; and (e) any documents referenced by the foregoing.
1.3 B2B only. Customer represents it acquires the Services for business purposes only and not as a consumer.
2. Services, Access and Accounts
2.1 Subscription. Subject to the Agreement and timely payment of fees, Clarisign will provide the Services identified in the Order Form for the applicable subscription term.
2.2 Availability; maintenance. We aim to make the Services available 24/7 except for planned maintenance, emergency maintenance, and events beyond our reasonable control. We will use commercially reasonable efforts to schedule maintenance to minimise disruption and give advance notice when practicable.
2.3 Accounts & administration. Customer administrators manage user provisioning and may access logs and configuration. Customer is responsible for all actions under its accounts, safeguarding credentials, and promptly de‑provisioning unauthorised users. Each user requires an individual, non‑shared licence unless otherwise stated in the Order Form.
2.4 Free trials. If specified in the Order Form, Customer may use the Services on a free trial for the period stated (e.g., 14 or 30 days). Trials do not auto‑convert to paid unless the parties execute an Order Form. At trial end, access may be disabled; any Customer Data may be deleted in accordance with Section 10 and the DPA unless Customer purchases a subscription.
2.5 Professional Services. Onboarding, migration, integrations, training or other professional services (“Professional Services”) will be described in a SOW. Deliverables are accepted upon the earlier of (i) written acceptance or (ii) 10 days after delivery if no rejection with specific reasons is received. Rejected deliverables will be re‑performed to meet the SOW.
3.1 Fees. Fees are as set out in the Order Form (which may specify per‑user/seat, usage‑based, or enterprise‑licence pricing) or, if none, our then‑current standard plans for the subscribed Services. Fees are not contingent on any future functionality or statements outside the Agreement.
3.2 Billing and payment. Unless the Order Form states otherwise, fees are invoiced annually in advance and are due Net 30 from invoice date. Fees are exclusive of VAT and other applicable taxes; Customer is responsible for such amounts. We may suspend the Services for undisputed overdue amounts after at least 10 business days’ prior notice. We may charge statutory late payment interest under the Late Payment of Commercial Debts (Interest) Act 1998 (or, if inapplicable, 4% per annum above the Bank of England base rate), plus reasonable costs of collection where permitted by law.
3.3 Price changes. We may update fees effective on renewal by giving at least 45 days’ prior notice.
3.4 Refunds. Except as expressly stated in the Agreement, fees are non‑refundable. If Customer terminates for convenience before the end of a term, all remaining fees for the then‑current term become immediately due. If we terminate for convenience (if permitted) or Customer terminates for our uncured material breach, we will refund any prepaid, unused fees for the period after termination.
4. Term, Renewal and Termination
4.1 Term and renewal. The Agreement starts on the Effective Date (or first use of the Services) and continues for the initial term stated in the Order Form. It then auto‑renews for successive periods equal to the expiring term unless either party gives written notice of non‑renewal at least 30 days before the end of the then‑current term.
4.2 Termination for cause. Either party may terminate for cause on 30 days’ written notice if the other party materially breaches the Agreement and fails to cure within that period, or immediately if the other party becomes insolvent, enters administration or similar proceedings, ceases business, or repeatedly violates Section 6 (Acceptable Use) or Section 11 (Confidentiality/Security) in a manner posing immediate risk. We may suspend access (in whole or part) with prior notice where necessary to address an actual or reasonably suspected violation or security risk; if not cured within 10 business days of suspension, we may terminate for cause.
4.3 Effect of termination. Upon termination or expiry, Customer must stop using the Services and pay all amounts due. Section 7 (Warranties & Disclaimers), 8 (Liability), 9 (IP & Ownership), 10 (Data Protection), 11 (Confidentiality & Security), and 14 (General) survive. Post‑termination data handling is governed by Section 10 and the DPA.
5. Service Levels, Support and Changes
5.1 Service levels. Unless a separate Service Level Agreement (“SLA”) is incorporated by reference in the Order Form, no specific uptime commitment or service credits apply; availability is provided as in Section 2.2.
5.2 Support. We provide standard support by email during our business hours, with severity‑based response targets and escalation as set out in the Order Form or Support Policy (if referenced).
5.3 Changes. We may modify the Services (including adding, improving, or retiring features) provided such changes do not materially reduce core functionality during a paid term. For breaking changes, we will use commercially reasonable efforts to give prior notice.
6. Acceptable Use and Restrictions
6.1 Acceptable use. Customer will not: (a) use the Services in a manner that infringes, misappropriates or violates rights of others or applicable law; (b) sub‑license, resell, rent or transfer access; (c) reverse engineer or attempt to derive source code except to the extent permitted by law; (d) modify or create derivative works of the Services; (e) use automated means to extract data or Output (except via our documented APIs under an Order Form); (f) use the Services to build or benchmark a competing product; or (g) interfere with or disrupt the Services or their security.
6.2 Output restrictions. Customer will not use Output to (i) violate privacy or publicity rights; (ii) infringe IP (including generating counterfeit or substantially similar content intended to mislead as to origin), (iii) create unlawful deepfakes or biometric inferences; (iv) make medical, financial or other regulated decisions without appropriate professional oversight; or (v) any purpose prohibited by applicable law.
7. Warranties and Disclaimers (AI‑Specific)
7.1 Human‑in‑the‑loop. Customer is responsible for evaluating the accuracy and suitability of Output for its use case, including using competent human review prior to reliance.
7.2 No legal advice. Output and Services do not constitute legal advice. Clarisign is not a law firm and does not practise law. Customer remains solely responsible for its decisions and compliance obligations.
7.3 General warranty. We warrant that during the subscription term the Services will materially conform to our published documentation and that Professional Services will be performed in a professional and workmanlike manner in accordance with industry standards.
7.4 Exclusive remedies. For breach of the above warranties, Customer’s exclusive remedies are: (i) re‑performance or correction; and if not possible, (ii) termination for material breach under Section 4.2 with a pro‑rata refund of prepaid, unused fees.
7.5 Disclaimer. Except as expressly stated in this Section, the Services are provided “as is” and we disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, quality, accuracy, non‑infringement and that the Services will be uninterrupted or error‑free.
8.1 Limitation. Subject to Section 8.2, each party’s aggregate liability arising out of or related to the Agreement will not exceed the total fees paid or payable by Customer for the Services giving rise to the claim in the 12 months preceding the event giving rise to liability.
8.2 Enhanced claims / carve‑outs. The cap in Section 8.1 does not apply to: (a) a party’s breach of Section 11 (Confidentiality & Security) or the DPA; (b) each party’s indemnification obligations; (c) Customer’s payment obligations; or (d) liability that cannot be excluded or limited by law. For the matters in (a), each party’s aggregate liability is capped at 2× the amount in Section 8.1.
8.3 Exclusion of consequential loss. Neither party is liable for indirect, incidental, special, exemplary, punitive or consequential losses (including lost profits, lost opportunities, or cost of substitute services), even if advised of the possibility.
8.4 Claims period. To be valid, a damages claim must be notified within 12 months from when the claiming party became (or should reasonably have become) aware of the event, and in any event no later than 6 months after termination or expiry of the Agreement.
8.5 Export controls and sanctions. Customer is responsible for ensuring its use of the Services and Output complies with applicable export control and sanctions laws.
9. Intellectual Property, Ownership and Indemnities
9.1 Service IP. We and our licensors own all rights in the Services and underlying technology. No rights are granted except as expressly stated.
9.2 Customer Data & Output. As between the parties, Customer owns all rights in Customer Data and Output. We obtain no rights in Customer Data or Output except to provide and support the Services, enforce the Agreement (including investigating abuse), and as otherwise permitted by Customer.
9.3 Usage Data. We may collect and use Usage Data to operate, secure, analyse and improve the Services. We will not disclose Usage Data externally except in aggregated and de‑identified form or as required by law, or to our subprocessors and service providers under appropriate safeguards.
9.4 No training on Customer Data. We will not use Customer Data, Output or Customer Confidential Information to train, retrain or improve general‑purpose or base AI models, unless separately agreed in writing (e.g., for a customer‑specific finetune) and subject to the DPA.
9.5 Feedback. Customer grants us a non‑exclusive, perpetual, irrevocable, royalty‑free licence to use suggestions or feedback to improve our products/services without restriction.
9.6 IP indemnity (by Clarisign). We will defend Customer against third‑party claims alleging that authorised use of the Services infringes that third party’s IP rights, and pay damages and reasonable legal fees finally awarded, subject to the exclusions and conditions below. If such a claim arises, we may (at our option): procure continued use; modify or replace the Services to avoid infringement; or terminate the affected subscription with a pro‑rata refund of prepaid, unused fees. We have no obligation for claims to the extent arising from: (a) Customer Data or Output; (b) use contrary to the Agreement or documentation; (c) combinations with items not provided by us; or (d) modifications not made by us.
9.7 Customer indemnity. Customer will defend us against claims arising from Customer Data, Customer’s use of the Services in breach of the Agreement or law, or Customer’s violation of third‑party rights, and pay damages and reasonable legal fees finally awarded.
9.8 Indemnity procedure. The indemnified party must: (i) promptly notify the indemnifying party; (ii) give sole control of defence and settlement; and (iii) provide reasonable assistance at the indemnifying party’s expense. No settlement may impose obligations or admissions on the indemnified party without its prior written consent.
10. Data Protection and Security
10.1 Roles and DPA. For personal data in Customer Data, Customer is the controller and we are the processor. The parties will execute and comply with a Data Processing Agreement (DPA) which is incorporated by reference into the Agreement.
10.2 Data residency. Customer may choose EU or US data residency as specified in the Order Form. We will implement that selection for primary storage and processing locations; backups and certain processing (e.g., support) may occur in other jurisdictions as permitted by the DPA.
10.3 Cross‑border transfers. Where applicable, international transfers will rely on the EU Standard Contractual Clauses and/or the UK International Data Transfer Addendum, or other lawful transfer mechanisms, as set out in the DPA.
10.4 Security. We implement administrative, technical and organisational measures appropriate to the risk, including encryption in transit and at rest, access controls, logging/monitoring, and secure development practices. SSO/MFA features are available where supported by the Customer’s identity provider.
10.5 Sub‑processors. We may use sub‑processors to provide the Services and remain responsible for their performance. A current list of key sub‑processors is available upon request. We will enter into data processing terms with sub‑processors consistent with the DPA.
10.6 Security incidents. We will notify Customer of a personal‑data breach without undue delay as required by applicable law and the DPA, and will cooperate reasonably in remediation.
10.7 Data retention and deletion. During the term, Customer may export Customer Data through available features or upon request. Following termination, we will retain Customer Data for a limited period solely to facilitate export if requested, and then delete it in accordance with the DPA and our retention schedules unless longer retention is required by law.
11. Confidentiality and Information Security
11.1 Confidential Information. Each party may receive the other’s Confidential Information (including Customer Data, non‑public product information, business plans, security documentation and the terms of the Agreement). The receiving party will: (a) keep it confidential using at least the same care it uses for its own confidential information (and no less than reasonable care); (b) use it only to perform under the Agreement; and (c) limit disclosure to its personnel, Affiliates and contractors who need to know and are bound by confidentiality obligations at least as protective.
11.2 Exclusions. Confidential Information does not include information that is or becomes public without breach, was known without confidentiality obligations, is independently developed without use of the discloser’s information, or is lawfully provided by a third party without confidentiality obligations.
11.3 Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order, provided it (where lawful) gives prompt notice and cooperates to seek protective treatment.
11.4 Survival. The duties in this Section survive for the longer of 5 years after termination; for trade secrets and protected professional confidences, as long as such information remains protected under law.
11.5 No model training. For clarity, Confidential Information (including Customer Data and Output) will not be used to train AI models except as explicitly agreed in writing (e.g., a customer‑specific finetune) and subject to the DPA.
12. Third‑Party Services and Open Source
12.1 Third‑party services. The Services may interoperate with third‑party products or services. Customer’s use of third‑party offerings is subject to those providers’ terms and policies. We are not responsible for third‑party offerings.
12.2 Open source. The Services may include open‑source components governed by their licences. We will make applicable notices available upon request.
13.1 We may amend these Terms by posting an updated version on our website. Changes become effective when posted, unless a later effective date is specified. If a change materially adversely affects Customer, Customer may notify us within 15 days of posting. If we cannot resolve the concern (including by applying the prior version for the remainder of the then‑current term), Customer may terminate the Agreement on 5 days’notice and we will refund any prepaid, unused fees for the remaining term.
14.1 Notices. Formal notices must be in writing and are deemed given when delivered personally, two business days after posting, or on the day sent by email. Notices to Clarisign must be sent to info@clarisign.ai and marked “Legal Notice”; operational notices may be sent to the account manager or support contacts specified in the Order Form.
14.2 Assignment. Neither party may assign the Agreement without the other’s consent, except to an Affiliate or in connection with a merger, reorganisation, or sale of substantially all assets. Any permitted assignment must not reduce the assigning party’s obligations.
14.3 Subcontracting. We may use subcontractors (including sub‑processors) and remain responsible for their performance.
14.4 Publicity. We may use Customer’s name, logo and non‑confidential quotes as a reference customer in marketing materials. Upon Customer’s written request, we will promptly cease further use.
14.5 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (excluding payment obligations). If such events continue for over 30 days and substantially prevent performance, either party may terminate on notice without liability.
14.6 Entire agreement. The Agreement is the parties’ entire agreement on its subject and supersedes prior understandings.
14.7 No third‑party beneficiaries. The Contracts (Rights of Third Parties) Act 1999 does not apply; no third party has rights to enforce the Agreement.
14.8 Severability; waiver. If any term is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
14.9 Governing law and forum. The Agreement and non‑contractual claims are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. Either party may seek injunctive or equitable relief in any jurisdiction to protect its IP or Confidential Information.
14.10 Language. The English version of the Agreement controls.
For questions about these Terms, please contact info@clarisign.ai.