Terms of Service

1. Acceptance of these terms

These Terms of Service (the "Terms") constitute a binding agreement between you ("you" or "Customer") and Clerk ("Clerk", "we", "us") governing your access to and use of the Clerk web application and related services (the "Service"). By creating an account, signing in, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

2. The Service

Clerk provides a web-based legal research and document-analysis workspace tailored to Luxembourg jurisprudence, with built-in anonymisation of personal data prior to processing by third-party language models. We may modify, enhance or remove features of the Service from time to time.

3. Account registration and security

• You must provide accurate and complete information when registering, and keep that information current.
• You are responsible for maintaining the confidentiality of your credentials and for all activity carried out through your account.
• You must notify us promptly at security@clerk.lu of any suspected unauthorised use of your account.

4. Subscription, fees and taxes

Access to the Service may be subject to subscription fees as communicated at the point of purchase. Fees are payable in advance, are non-refundable except as required by mandatory consumer-protection law, and are exclusive of VAT and other applicable taxes. We may change fees on renewal with at least 30 days' advance notice.

5. Acceptable use

You agree not to:

• Use the Service in violation of applicable law or regulation.
• Upload content that you do not have the right to process or that infringes third-party rights.
• Reverse-engineer, decompile, or attempt to derive source code from the Service.
• Use the Service to develop a competing product or to train a machine-learning model.
• Probe, scan or test the vulnerability of the Service except under a written security-testing agreement with Clerk.
• Send to the Service personal data of categories listed in Article 9 GDPR (special-category data) unless strictly necessary for the legal matter at hand and lawful under applicable legislation.

6. Your content and confidentiality

You retain all rights in the content you upload, paste or otherwise provide to the Service (your "Content"). You grant Clerk a limited, non-exclusive licence to process your Content solely as necessary to operate, secure and improve the Service for you. We treat your Content as confidential and apply appropriate technical and organisational measures to protect it.

Where your Content includes personal data, the processing is governed by our Privacy Policy and, where applicable, by a separate Data Processing Agreement.

7. AI-generated output

The Service uses third-party language models to generate analyses, summaries and draft text ("AI Output"). AI Output is provided for informational purposes only, may contain inaccuracies, and does not constitute legal advice. You are solely responsible for reviewing AI Output before relying on it, sharing it with clients or filing it with any court or authority. A qualified lawyer must independently verify any AI Output used in the practice of law.

8. Intellectual property

The Service, including all software, designs, trademarks, documentation and content provided by Clerk, is owned by Clerk or its licensors and protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business purposes for the duration of your subscription.

9. Disclaimers

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Clerk does not warrant that the Service will be uninterrupted, error-free or that AI Output will be accurate or complete.

10. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, data or business opportunity, arising out of or in connection with these Terms or the Service. Each party's aggregate liability arising out of or in connection with these Terms shall not exceed the fees paid by Customer to Clerk for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including for fraud, gross negligence or wilful misconduct.

11. Indemnification

You agree to indemnify and hold harmless Clerk and its personnel from and against any claim brought by a third party arising out of (i) your Content, (ii) your use of the Service in breach of these Terms, or (iii) your breach of applicable law.

12. Term and termination

These Terms remain in force for as long as you have an account. You may terminate at any time by closing your account in the Settings page. We may suspend or terminate your access to the Service for material breach of these Terms, for unpaid fees after notice, or where required by law. On termination, your right to use the Service ceases immediately; provisions that by their nature should survive termination will do so.

13. Changes to the Service or Terms

We may update these Terms from time to time. The date at the top of this page reflects the most recent update. We will give account holders advance notice of material changes by email. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

14. Governing law and jurisdiction

These Terms are governed by the laws of the Grand Duchy of Luxembourg, without regard to its conflict-of-laws rules. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of the City of Luxembourg, without prejudice to any mandatory consumer-protection rules that grant you the right to bring proceedings in your country of residence.

15. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and any order form or DPA executed between the parties, constitute the entire agreement between you and Clerk in relation to the Service.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger or sale of assets.
• Notices. Notices to Clerk must be sent to legal@clerk.lu. Notices to you will be sent to the email address associated with your account.