UK Terms of Service

For customers using app.clio.com, please refer to our North American Terms of Service.

For customers using Clio Draft as a standalone product, please refer to Clio Draft Terms of Use. Clio Draft functionality accessed within Clio Work or Clio Manage is governed by this Agreement.

These Terms of Service govern the Subscriber’s use of the software and services provided by Themis Solutions (Ireland) Limited, a limited company registered in Ireland, with company number 533767 and with its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland and its affiliates (“Themis”), under the brand name of Clio.

By registering to use the Service, the Subscriber (as defined below) agrees to be bound to these Terms of Service, and the Agreement (as defined below).

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” or “Subscriber” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service. For certainty, “Subscriber”, “you” or “your” shall refer to the purchaser of the Service and shall also include any agent, representative, independent contractor, employee, servant, attorney and any entity or person who has authority to act on the purchaser’s behalf, including the Administrator, Primary Subscriber and any User.

The Service is intended only for access and use by individuals at least 18 years old. By accessing or using the Service, you warrant and represent that you are at least 18 years old and with the full authority, right, and capacity to enter into this Agreement. If you are not at least 18 years old, you are prohibited from both the access and usage of the Service.

The Service is intended only for use by legal professionals and those working under their supervision, subject to limited permitted exceptions (e.g. Clio Academic Access Program participants).

Themis is not a law firm and does not provide legal advice, through the Service or otherwise.

1. Definitions

(a) “Account Data” means data which pertains to the Subscriber, Users, and Registered Clients necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Users relating to contacts, matters, tasks or similar data.

(b) “Administrator” means the person designated by Subscriber (i) as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and (ii) who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator.

(c) “Agreement” means these Terms of Service and incorporates by reference, the Privacy Policy located at clio.com/ie/privacy, and the attached Exhibits:

• Exhibit A – Themis Service Level Commitments and Support Services
• Exhibit B – Themis Data Protection Addendum for GDPR Compliance
• Exhibit C – Themis Authorized Subprocessors
• Exhibit D – Product Specific Terms

(d) “Confidential Information” means the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, client information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

(e) “Content” means any electronic information you upload or input into the Service including, without limitation, any information about Subscriber or other Users or Registered Clients, excluding Materials and Third Party Services.

(f) “Good Industry Practice” means the deployment of that degree of care and skill, technical resources and innovations which is to be expected of professional and adequately resourced providers of services similar to the Service within the European Union.

(g) “Including” means ‘including, without limitation’ and ‘include’ and ‘included’ will be interpreted in like manner.

(h)“Intellectual Property Rights” means all rights, title, and interests in all (i)patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (ii) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (iii) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (iv) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (v) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (vi) applications for and registrations, renewals, and extensions of any of the foregoing; and (vii) exclusive and non-exclusive licence rights to any of the foregoing.

(i) “Order Document” means a pricing proposal, purchase order, online order form, statement of work, or similar document (or collection of the foregoing) entered into by Themis and Subscriber for the Service, or any other similar mechanism made available by Themis through which a Subscriber purchases the Service.

(j) “Output” means any and all content, data, information, results, responses, recommendations, predictions, analyses, or other materials generated, produced, created, or returned by an AI Service whether in response to Subscriber’s or a User’s Content, inputs, prompts, queries, use of the Service, or otherwise, regardless of format, medium, or method of delivery.

(k) “Primary Subscriber” shall mean the Subscriber’s representative who initiated the Services and is assumed by Themis to have the sole authority to administer the Subscriber’s subscription account.

(l) “Product Specific Terms” means additional product-related terms that apply to Subscriber’s use of specific Services or Content, available at https://www.clio.com/uk/tos/product-specific-terms/, as updated from time to time.

(m) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client (or representative of a client) of a Subscriber.

(n) “Regulator” means (i) for Subscribers practicing law in Ireland, the Law Society of Ireland, (ii) for Subscribers practicing law in England and Wales, the Solicitors Regulation Authority; (iii) for Subscribers practicing law in Scotland, the Law Society of Scotland; and (iv) for Subscribers practicing law elsewhere in the European Union, the body which is responsible for regulating the provision of legal services.

(o) “Service” shall mean one or more software or hosted software services provided by Themis as specified in the relevant Order Document.

(p) “Subscriber” means the purchaser of the Service and includes any present or former agent, representative, independent contractor, employee, servant, professional or other advisor, attorney and any entity or person who had authority to act on your behalf.

(q) “Security Emergency” shall mean a breach by Subscriber of this Agreement that (a) could disrupt (i) Themis’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorised third party access to the Service.

(r) “User” means an individual person or the partners, members, employees, temporary employees, or independent contractors of an organisation with a subscription to the Service who have been added to the account as users.

2. Limited Licence & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited licence to access and use the Service.

2.2 Themis does not review or pre-screen Content and Themis claims no Intellectual Property Rights with respect to the Content.

2.3 Subscriber shall ensure that Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Users.

2.4 Users shall not reproduce, duplicate, copy, sell, resell, exploit access to, or create derivative works of the Service, use of the Service or any portion of the Service, including the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without express written permission from Themis.

2.5 Users shall not modify, disassemble, reverse engineer, adapt or otherwise tamper with the Service, or modify another website so as to falsely imply that it is associated with the Service, Themis, or any other software or service provided by Themis.

2.6 Users shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or in violation of the terms of this Agreement. Users must not remove any proprietary notices or labels from the Service.

2.7 Subscriber shall not use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, or introduce or use any viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. Themis monitors usage patterns to detect potential abuse violations of this Agreement. If Themis reasonably suspects abuse, misuse, or activity that could harm the Service, other users, or our reputation, Themis may temporarily suspend access to the affected Service until the issue leading to suspension is resolved to Themis’ reasonable satisfaction.

2.8 Except for the non-exclusive licence granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, licences, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Themis. The Themis name, logo, and related marks are its intellectual property and may not be used without express prior written permission from Themis.

2.9 Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the User to determine if the Service being shared is appropriate for each Registered Client. Themis reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.

2.10 Themis reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.

2.11 Themis reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Themis shall provide Subscriber with thirty (30) days’ notice of any modification that materially reduces the functionality of the Service and in such circumstances Subscriber shall have the right to terminate this Agreement by visiting eu.app.clio.com/settings/subscription/edit.

2.12 Themis reserves the right to temporarily suspend access to the Service for operational purposes, including maintenance, repairs or installation of upgrades, and will provide no less than two (2) business days’ notice prior to any such suspension. Such notice shall be provided to you in advance by way of notification within the Service, email or other notification method deemed appropriate by Themis. Further, Themis shall use reasonable endeavours to confine planned operational suspensions to minimise disruption to the User, but reserves the ability to temporarily suspend operations without notice to complete necessary repairs in its sole discretion. In the event of a temporary suspension, Themis shall use the same notification methods listed in this Section to provide updates as to the nature and duration of any temporary suspension.

2.13 Themis stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third party storage service (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device.

2.14 The accounting features which form part of the Service are intended to be an aid for legal cashiers. They do not constitute a full accounting service and are not intended to meet the Regulator’s requirements for accounting packages for legal services providers.

2.15 Subscriber grants to Themis a non-exclusive, worldwide, sublicensable, royalty-free right to use, store, modify, provide, transmit, collect, and otherwise process the Content and Confidential Information for the sole purposes of providing the Service, operating and offering other products and services to Subscriber, or performing Themis’ obligations and exercising Themis’ rights under this Agreement. Such rights shall include permission for Themis to, in perpetuity, generate and publish aggregate, anonymised reports on system usage and Content trends and type, provided they do not conflict with Section 4.1. Themis may collect information generated from use of the Services, such as technical logs, data and learnings about Subscriber’s use of the Services (collectively, “Usage Data”), and may use, share and otherwise process such Usage Data for its lawful business purposes, provided that Themis does not publicly identify Subscriber as the source of the Usage Data. Subscriber will not interfere with the collection of Usage Data.

2.16 Themis uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements. Themis will highlight known features that may require Subscriber review.

2.17 If you provide a mobile number or email address when creating your account, Themis may use it to send you verification codes, security alerts and other important account or Service-related communications, including through automated email or SMS (the “Text Service”). You may be required to respond to an initial message to complete registration or verify your contact details. Further information about how Themis processes your contact details is provided in the Privacy Notice and in any notice presented when your contact details are collected.

2.18 The Text Service (SMS) and email notifications rely on third-party providers. To the maximum extent permitted by law, Themis is not liable for any errors, delays, or failures in delivery, nor for any charges imposed by your carrier or third parties. Participation in the Text Service is optional. If you wish to opt out, notify Themis or follow the opt-out instructions provided in the text message. If you change or deactivate your mobile number, you must promptly update your account to prevent messages being sent to the new holder of your old number.

2.19 Subscriber must comply with all applicable laws and regulations in connection with its use of the Service. Subscriber is solely responsible for, and to the maximum extent permitted by law Themis disclaims all liability for, the provision of goods and services sold to Subscriber’s clients (including Registered Clients) as part of its use of the Service, and any obligations Subscriber may owe to its clients. Subscriber is responsible for providing, and must provide, all necessary notices to, and obtain all necessary rights and consents from, all applicable individuals (including Subscriber’s clients) sufficient to enable Subscriber to lawfully use the Service in the ways this Agreement and the Themis’ Privacy Policy describe. Subscriber will determine the content of the notices it provides.

2.20 Subscriber is responsible for all actions taken on or through its account.

3. Access to the Service

3.1 Only Users and Registered Clients are permitted to use the Service. Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Themis.

3.2 Each User will be provided with a unique identifier to access and use the Service (“Username”). The Username is only to be used by the User to whom it is assigned, and is not shared with, or used by, any other person, including other Users.

3.3 Themis may, in its discretion, require all Users to use two-factor authentication when logging in to their account. Two-factor authentication may be disabled by the User through the account settings, subject to any additional security requirements imposed by Themis.

3.4 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Users and/or Administrators. Each subscription may designate multiple Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any User.

3.5 Where a Subscriber has just one Administrator, it will provide Themis with the name and contact information of a designated User for use as an alternative point of contact if Themis is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator.

3.6 You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any use of your account by a third party and any other such security breach. To the maximum extent permitted by law, we will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge, except to the extent that the loss you suffer is caused by Themis’ fraud, negligence or wilful misconduct. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3.7 As between Themis and the Subscriber, any Content remains the property of the Subscriber. Upon cancellation or termination of the Service, Themis shall only liaise with the Administrator or the designated User described in Section 3.5 above (if the Administrator is unable to be reached) regarding the retrieval of Content.

3.8 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human User) is strictly prohibited except insofar as the Service includes features which are designed for such use.

3.9 The following provisions apply to the extent that Themis provides access to the Service using an Application Program Interface (“API”):

(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by this Agreement;

(b) Themis shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Themis has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Themis, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the User prior to suspension; and

(d) Themis reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

3.10 Disputes may arise between business partners, firm members, or other persons regarding ownership of or access to an account and its associated Content. While Themis has no obligation to do so, we reserve the right, in our sole discretion, to take one or more of the following actions (a) request additional documentation we deem necessary to determine ownership, including sworn affidavits and court orders; (b) require that all parties claiming ownership provide joint written instructions authorising any changes to the account; (c) suspend access to the account until the disputing parties provide written documentation, in a form reasonably satisfactory to us, proving that the dispute has been resolved; or (d) transfer control of the account to the party we determine (acting reasonably) to be the rightful owner. You acknowledge and agree that Themis does not arbitrate or resolve ownership disputes between users. Any decision we make regarding account ownership will be based solely on the information provided to us and is solely for the purposes of account access until any applicable dispute is resolved. To the maximum extent permitted by law, Themis shall not be liable for any decision we make, or for any action or inaction we take, in good faith in connection with an ownership dispute.

3.11 Subscriber is solely responsible for any Content and represents and warrants to Themis that Subscriber has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary to provide the Content to Themis and to permit Themis to use and process the Content as set forth in this Agreement without violating or infringing any laws, third-party rights, or terms or policies that apply to the Content.

4. Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.

4.2 Themis and any third party vendors and hosting partners it utilises to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations or exercise their rights under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorised by you in writing.

4.3 Themis acknowledges that Content may comprise materials which are the subject of professional duties (including confidentiality and duties imposed by the Regulator) owed by the Subscriber to its clients.

5. Security and Access

5.1 Themis shall provide a secure method of authentication and access to the Service, including:

(a) allow for user password management and the protection of passwords by utilising code consistent with Good Industry Practice relating to password management; and

(b) transmission of passwords in an encrypted format.

5.2 Except as set out in Section 5.1, Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content.

5.3 Subscriber will implement policies and procedures to prevent unauthorised use of Usernames and passwords, and will promptly notify Themis upon suspicion that a Username or password has been lost, stolen, compromised, or misused.

5.4 At all times, Themis, and any third party vendors and hosting partners it utilises to provide the Service, shall:

(a) use Good Industry Practice in relation to information security and for transmitting and storing your Content;

(b) employ Good Industry Practice with respect to network security techniques, including firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;

(c) ensure its hosting facilities maintain Good Industry Practices for security and privacy; and

(d) within 30 days of a request by Subscriber, provide Subscriber with a SSAE 16 (SOC2) audit report or industry standard successor report or a comparable description of its security measures in respect of the data centre facilities used to host the Service and the Content. In order to obtain such a report, Subscriber must enter into an agreement with the third party provider of the report.

5.5 Themis shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Themis reasonably believes has led to or is likely to lead to unauthorised access to, disclosure of, use of, or damage to Content (a “Security Breach”). Themis shall make such report within 72 hours after learning of the Security Breach.

5.6 In the event of a Security Breach, Themis shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content; and (d) use all commercially reasonable endeavours to mitigate any harmful effect of the Security Breach.

6. Data Protection

6.1 The parties agree to comply with the provisions of the Data Protection Addendum set out in Exhibit B.

7. Regulatory Requirements

7.1 Subscriber authorises and Themis agrees to co-operate with all reasonable requests from a Regulator (and any lawful representatives of the Regulator) for access to Content pertaining to the clients and business of Subscriber.

7.2 Notwithstanding any other provisions of the Agreement, Themis agrees to return, upon demand, in a complete, readable and understandable form, all Content. This obligation will prevail even if Subscriber is in breach of its obligations to Themis or if Subscriber is in dispute with Themis.

8. Legal Compliance

8.1 Themis maintains that its primary duty is to protect the Content to the extent the law allows. Themis reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

8.2 If Themis is required by law to make any disclosure of Confidential Information that is prohibited or otherwise constrained by this Agreement, then Themis will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Themis may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

8.3 Themis will only accept legal requests for production of Content or other Confidential Information through the procedures listed on https://www.clio.com/ie/legal-service/.

9. Managed Backup and Archiving

9.1 Themis’ managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Themis shall ensure recovery of lost or corrupted Content at no cost to you.

9.2 Subject to applicable laws, following any cancellation of or termination of the Service for any reason, Subscriber shall have ninety (90) days to retrieve any and all Content before it is deleted.

10. Payment, Refunds, and Subscription Changes

10.1 To use the Service, you must provide a current, valid, accepted method of payment, as may be updated from time to time (“Payment Method”). As consideration for the Services, you agree to pay the fees advertised by Themis, or set out in the applicable Order Document, in the manner specified below.

10.2 Annual Subscribers who satisfy applicable eligibility requirements, as determined in Themis’ sole discretion, may elect to be charged on a semi-annual or quarterly billing cycle. In such circumstances you authorise Themis, via the Payment Processor (as defined below), to charge the applicable fees and Taxes (as defined below) for each billing cycle to your Payment Method.

10.3 Subscriber is responsible for and shall pay all applicable taxes, duties, tariffs, assessments, VAT, export and import fees, or other governmental charges (collectively, “Taxes”) imposed by any jurisdiction as a result of or in connection with this Agreement, Subscriber’s use of the Services, or any transactions contemplated herein, excluding only taxes imposed on Themis’ net income. If Themis is required by law to collect or remit any such Taxes, Themis may invoice Subscriber for such amounts, and Subscriber shall pay such invoiced amounts within thirty (30) days of the invoice date. Subscriber shall provide Themis with valid tax exemption certificates or other documentation reasonably requested by Themis to support any claimed exemption from Taxes.

10.4 Unless you cancel your subscription before the expiration of the subscription term then in effect, you authorise Themis, via the Payment Processor (as defined below), to charge the applicable fees and Taxes for the next renewal term to your Payment Method in advance of the start of such term, taking into account the expiration of any discounts, and any Subscription Upgrades and/or Subscription Downgrades, each as contemplated below.

10.5 To the extent permitted by law and except as provided in this Agreement (including without limitation Exhibit A), all charges are final, non-refundable and where applicable, non-cancellable, including without limitation all setup fees, implementation charges, fees for Metered features (as defined in the Product Specific Terms), subscription fees and other professional services charges, as applicable. For certainty, if you have been approved for semi-annual or quarterly billing cycles and you terminate within a subscription term, you will be required to pay the balance of all fees owing for the remaining of the term then in effect and you authorise Themis to charge the Payment Method in such circumstances.

10.6 Subscribers who purchase setup or professional services, like tailored live training, customised forms and documents, or migration services, must initiate those services within sixty (60) days (the “Service Window”) following their purchase. Absent a separate invoice, the date of purchase for setup or professional services will be deemed to be the initial date of entry of the Payment Method. Failure of the Subscriber to initiate purchased setup or professional services within the Service Window will result in those services no longer being available and no refund will be issued.

10.7 You may increase the total number of users, additional products and any plan upgrades (each, a “Subscription Upgrade”) at any time, in which case you will be charged immediately for the entire cost of the Subscription Upgrade from the effective date of the Subscription Upgrade prorated until the end of the then current billing cycle or subscription term, as applicable, and, at the start of the next billing period or subscription term, as applicable, the cost of the Subscription Upgrade will be incorporated into your quarterly, bi-annual or annual, as applicable, payments.

10.8 While you may reduce the number of users, reduce the number of products subscribed, or enact plan downgrades at any time during a subscription term (each a “Subscription Downgrade”), doing so will not result in any refunds or reductions in fees during the subscription term then in effect. For certainty, if done within a subscription term, any reduction in fees resulting from a Subscription Downgrade will only become effective upon the next renewal. Further, no refunds or credits will be issued for partial periods of service, unused subscriptions or removal of Subscribers. Subscription Downgrades may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

10.9 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Themis receives an amount equal to the sum it would have received had no such deduction or withholding been made.

10.10 Payment may be collected by Themis Solutions Inc., including any of its subsidiaries or affiliates, as agent for Themis.

10.11 All fees are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

10.12 Certain parts of the Service may be offered as free trials at Themis’ discretion, with eligibility criteria determined by Themis (“Free Trials”). In connection with Free Trials, Themis will require a Payment Method for pre-authorisation or to confirm the validity of your Payment Method. Upon the expiration of the Free Trial, except as otherwise agreed by Themis, your subscription to the applicable Service will commence automatically and you will be charged the applicable subscription fees to the Payment Method provided, unless you cancel the Free Trial before its conclusion. To view specific details of the subscription, access “Show Subscriptions” under “Manage Your Account” within the Service. Please be aware that Themis will continue to bill and charge for subsequent subscription cycles in accordance with Sections 10 and 11 of this Agreement, unless you cancel the subscription pursuant to Section 11 of this Agreement.

11. Cancellation and Termination

11.1 The initial term of your subscription shall be as set forth in your Order Document. After the initial term, your subscription will automatically renew for successive terms equal in length to your initial term, until cancelled in accordance with this Agreement. Notwithstanding the foregoing, if your initial term is a multi-year term, your subscription will renew on an annual basis.

11.2 Subscriptions may be cancelled at any time, provided that the cancellation will become effective at the end of the subscription term then in effect.

11.3 If you cancel your subscription within a subscription term the entire unpaid balance of all amounts owing for the remainder of the applicable term will immediately be due and payable (as updated to include the cost of any applicable Subscription Upgrades). For certainty, there will be no payment adjustments for unused services or for the removal of any licences during that period, or otherwise.

11.4 If a Subscriber wishes to cancel its subscription, an Administrator may do so on its behalf at any time by accessing the Service and visiting the subscription section via settings provided that a cancellation that is initiated within a term, will not be effective until the expiration of that term. For security and compliance reasons, the Administrator must call support to complete the cancellation. Cancellations shall not be accepted by any other means.

11.5 Without prejudice to any rights that have accrued under this Agreement or any of their rights or remedies, either party may at any time terminate this Agreement:

(a) by giving written notice to the other party with immediate effect if the other party commits a material breach of this Agreement (including failure to pay any amounts due under this Agreement for more than thirty days after the due date for payment) and fails to remedy that breach within a period of thirty days after being notified in writing to do so; or

(b) by giving thirty days’ written notice after the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is legally deemed unable to pay its debts, or (being an individual) is legally deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply; or

(c) by giving thirty days’ written notice after any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to Section 11.5(b).

11.6 As required by Section 9 above (“Managed Backup and Archiving”), upon termination of a subscription, Content is made available to the Administrator or the designated User. Following a period of no less than 90 days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.

12. Limitation of Liability

12.1 Nothing in this Agreement shall exclude or limit any party’s liability for:

(a) death or personal injury resulting from that party’s negligence;

(b) that party’s fraud or fraudulent misrepresentation; or

(c) any other acts or omissions for which applicable law prohibits the exclusion or limitation of liability.

12.2 No party will be liable under any circumstances for any:

(a) loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or

(b) pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or

(c) punitive or exemplary damages; even if caused by that party’s negligence and/or breach of this Agreement and even if the party was advised that such loss would probably result.

12.3 Themis will not be liable for any loss or claims arising in connection with this Agreement to the extent that such loss or claims could have been avoided or reduced by the use of:

(a) back-up facilities available as part of the Service; or

(b) advice from help desk support or reasonable practices and tools promulgated by Themis to avoid such loss or claims.

12.4 Themis’ aggregate liability to Subscriber for any claims, losses, damages or expenses whatsoever and howsoever caused arising in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, shall not exceed the total fees (excluding VAT) for all Users paid by the Subscriber during the 6 months leading up to the date the claim first arose.

12.5 A Regulator may enforce any term of this Agreement. Otherwise, any rights of any person to enforce these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded.

12.6 Themis shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of Themis (a “Force Majeure Event”).

13. Warranties and Representations

13.1 Subscriber warrants and represents that it has the legal right to store, process and distribute Content using the Service.

13.2 Themis shall use reasonable care and skill when performing the Services.

13.3 Themis warrants that the Content will be encrypted and will be stored securely, having regard to the state of technological development and the cost of implementing any measures.

13.4 Each of the parties agrees to perform this Agreement in accordance with applicable laws.

13.5 Themis warrants and represents that it is lawfully entitled to enter into this Agreement and to provide the Services without infringing the Intellectual Property Rights of any third party.

13.6 The Services may not be compatible with Subscriber’s computer and/or other equipment. The Service may not be error free. Themis disclaims any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 13.6 shall modify Themis’ obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”).

13.7 Each party acknowledges and agrees that it has not entered into this Agreement on the basis of any representations or promises not expressly contained herein.

13.8 Except as specifically provided elsewhere in this agreement, Themis hereby disclaims all warranties of any kind, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by Themis. THEMIS’ PROVISION OF, AND SUBSCRIBER’S RECEIPT AND USE OF, THE SERVICES, OUTPUT, OR MATERIALS DOES NOT CREATE AN ATTORNEY CLIENT RELATIONSHIP BETWEEN THEMIS AND SUBSCRIBER. NOTHING IN THIS SECTION SHALL MODIFY THEMIS’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY THIS AGREEMENT (“INDEMNIFICATION”).

13.9 Themis makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber’s computer and/or other equipment or that the Service will be secure or error free. Nor does Themis make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section shall modify Themis’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or Themis’s Indemnification obligations in this Agreement.

13.10 Themis is not responsible for, and to the maximum extent permitted by law disclaims all liability arising from or relating to Subscriber’s obligations to its clients (including to properly describe and deliver services being sold to its clients) and Subscriber’s compliance with applicable laws.

14. Indemnification

14.1 Subscriber hereby agrees to indemnify and hold harmless Themis from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following:

(a) Users’ breach of any representation, warranty or obligation stated in this Agreement,

(b) Users’ negligent acts or omissions; and

(c) disputes between you and any third party or between Users, including disputes relating to account ownership or User activity.

14.2 Themis will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defence of any claim, suit or proceeding with legal advisers reasonably acceptable to Themis. Themis reserves the right to participate in the defence of the claim, suit, or proceeding, at Themis’ expense, with counsel of Themis’ choosing.

14.3 Without regard to the limitations and exclusions of liability set out in Sections 12.2 to 12.4, Themis shall indemnify, defend and hold Subscriber harmless from and against any and all direct party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Service (excluding Output) infringes any Intellectual Property Rights of any third party.

14.4 Without regard to the limitations and exclusions of liability set out in Sections 12.2 to 12.4, Subscriber shall indemnify, defend and hold Themis harmless from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Content infringes any Intellectual Property Rights of any third party.

14.5 (a) Any indemnity given by Themis to Subscriber under this Agreement is subject to the pre-condition that (i) Subscriber must mitigate its loss; (ii) Themis is given prompt and complete control of the claim giving rise to the indemnity (at Themis’ cost); (iii) Subscriber does not prejudice Themis’ defence of such claim; (iv) Subscriber gives Themis all reasonable assistance with such claim (at Themis’ cost); and (v) the claim does not arise as a result of any breach of Subscriber’s contractual obligations to Themis or other acts or omissions of Subscriber. (b) Themis shall not be required to indemnify Subscriber in the event of: (i) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Service in combination with any other product or service not provided by Themis to the extent that the infringement or misappropriation would not have occurred but for such use; or (iii) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use.

15. AI Services

15.1 Themis may offer optional features and services that utilise artificial intelligence technology, which may include large language models (“LLMs”) or similar technologies as part of the Services (collectively, “AI Services”). Use of AI Services may be subject to certain fees that will be communicated to you during the activation process, and by using AI Services, you agree to pay such fees.

15.2 Themis does not review Output for accuracy or completeness or bias, and Subscriber acknowledges that Output may be incomplete or inaccurate. All AI Services and Output are provided “as is” and “as available” and Themis makes no representations or warranties of any kind with respect to the Output or AI Services. Subscriber agrees to only use the AI Services and Output with appropriate human oversight and judgment. Subscriber further acknowledges and agrees that it is responsible for reviewing the Output, including, without limitation, for accuracy, completeness, appropriateness for Subscriber’s use case, and to ensure Subscriber’s compliance with legal, regulatory, and professional organisation requirements (including applicable fiduciary rules), before disclosing or otherwise using the Output. The Outputs are intended for practical and informative purposes only, and are not intended to constitute legal or professional advice of any kind. Subscriber is solely responsible for use of the AI Services and Output, and Subscriber uses and relies on the AI Services and Output at Subscriber’s own discretion and at Subscriber’s own risk. The Subscriber will take appropriate measures to ensure, to the extent required by applicable law, a sufficient level of AI literacy among its personnel and other persons operating or using the AI Services on its behalf, taking into account their knowledge, experience and training, and the context in which the relevant AI Service is used.

15.3 Subscriber will not, and will not permit any third party to, use the AI Services or Outputs: (i) to develop a competing product or service; (ii) to train or develop any artificial intelligence or machine learning model, system, product or service; or (ii) for decision-making that affects individuals without meaningful human oversight and review, including for any high-risk applications as defined under Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 (the “EU AI Act”).

15.4 Subscriber:

1. maintains sole responsibility for all relationships, interactions, and communications with Subscriber’s end-users, customers, or third parties who interact with or receive Outputs from the AI Services;
2. retains full control over how the AI Services are implemented, configured, presented, and used within Subscriber’s applications, websites, or services;
3. will ensure that Subscriber’s use of the AI Services and deployment to end-users complies with all applicable laws, regulations, and industry standards, including without limitation those relating to consumer protection, privacy, data protection, artificial intelligence, automated decision-making, accessibility, and sector-specific regulations applicable to Subscriber’s business or end-users.

15.5 (a) Themis will provide those notices, technical markings, information and documentation which Themis identifies as reasonably necessary to provide in its capacity as Provider in relation to the relevant AI Service, and in accordance with the EU AI Act. Subscriber will not remove, obscure, disable or circumvent any notice, disclosure, label or machine-readable marking included by Themis on the AI Services to comply with applicable law.

(b) Without limiting the foregoing, Subscriber is solely responsible for providing appropriate and legally compliant disclosures to its end-users regarding: (i) the use of artificial intelligence or automated systems, including informing natural persons that they are interacting with an AI system where required by applicable law and where that fact is not otherwise obvious; (ii) the nature and limitations of AI-generated responses; (iii) data collection, processing, and sharing practices; (iv) any human oversight or review processes; and (v) any other disclosures required by applicable law or regulation, including disclosures concerning artificially generated or manipulated content where Subscriber publishes, presents or otherwise uses that content in circumstances requiring disclosure. Subscriber will provide required disclosures clearly, distinguishably, and in an accessible manner, and no later than the time required by applicable law. Subscriber will not use, modify, rebrand or deploy an AI Service in a manner that causes Subscriber to become the Provider of that AI Service, materially changes its intended purpose, or causes it to become a high-risk AI system under the EU AI Act.

15.6 Subscriber shall defend, indemnify, and hold harmless Themis from and against any claims, damages, losses, or expenses arising from or relating to: (i) Subscriber’s deployment or use of applicable AI Services with end-users; (ii) Subscriber’s failure to comply with applicable laws or provide required disclosures; (iii) any representations, warranties, or commitments made by Subscriber to its end-users regarding the AI Services; or (iv) any end-user interactions, decisions, or outcomes based on AI Services or Outputs.

16. Beta Services

Themis may make available offerings designated as beta, pilot, preview, early access, or similar prior to general commercial release (collectively, “Beta Services”). Beta Services are provided “as is”, without warranty of any kind and without service levels or support obligations. Themis may suspend, limit, or terminate Beta Services for any reason at any time without notice. Themis will not be liable to Subscriber for any loss or damages arising from Subscriber’s use of the Beta Services, to the fullest extent permitted by law. Themis may require Subscriber to keep Beta Services confidential and to provide feedback on its use; Themis may use any such feedback without restriction, payment, or attribution.

17. Subcontractors

Themis shall be entitled to subcontract part, but not the whole, of the Service. To the extent that Themis does subcontract any part of the Service, Themis shall: (a) be responsible for the acts and omissions of its subcontractors; (b) procure from subcontractors obligations and restrictions consistent with Themis’ obligations and restrictions in this Agreement (including those relating to confidentiality, data protection and use of Content); and(c) exercise reasonable care and skill in the appointment of subcontractors.

18. Product Specific Terms

Additional product-related terms apply to your use of specific Services, as set forth in the Product Specific Terms. The Product Specific Terms form part of the Agreement and can be found at https://www.clio.com/uk/tos/product-specific-terms

19. Legal Materials

19.1 This Section 19 applies to the extent the Services deliver or include access to Materials (as defined below). Unless otherwise designated by Themis or permitted by applicable third parties, use of such Services may be limited to the country associated with your account, with limited exceptions for temporary use. Themis or applicable third parties may revoke or restrict such usage rights in their sole discretion at any time.

19.2 Themis may make available to Subscriber certain primary and secondary legal materials, such as case law, legislation, articles, or other licensed or publicly available legal content or information through the Services (collectively, “Materials”), including certain Materials that may require individual payment at the time of accessing or purchase (“Purchased Materials”). Themis does not review the Materials for accuracy, completeness, or currentness. Materials are provided “as is” and “as available”, and Themis makes no representations or warranties of any kind with respect to the Materials, including with respect to their accuracy or completeness or currentness. The Materials are intended for practical and informative purposes only, and are not intended to constitute legal or other professional advice of any kind. Subscriber uses and relies on the Materials and its contents at Subscriber’s own discretion and at Subscriber’s own risk. Additional third party terms may also apply.

19.3 Subject to applicable third party terms or additional terms provided by Themis from time to time, Subscriber may use the Materials solely for Subscriber’s own professional business purposes, as permitted herein, and for no other purpose. Without limiting the generality of the foregoing, Subscriber will not and will not permit or assist any third party to: (a) sell, resell, or distribute the Materials to, use them on behalf of, any third party, (b) use the Materials to develop a competing product or service, (c) use the Materials in or to train or develop any artificial intelligence or machine learning model, system, product or service, (d) remove or obscure any proprietary notices on the Materials, or (e) use the Materials in violation of this Agreement. For clarity, Materials may be used in the course of Subscriber providing professional services to Subscriber’s clients, including disclosing Materials to a client, court, tribunal or other party where required or appropriate in connection with a legal matter, and the cost of Purchased Materials may be recovered from a client as a disbursement or similar.

19.4 Upon termination or expiration of Subscriber’s subscription to the Services through which Subscriber received Materials, Subscriber will promptly delete all copies of the Materials (other than Purchased Materials) in Subscriber’s possession or control, and will certify in writing to Themis that Subscriber has done so. Subscriber may retain Purchased Materials in accordance with applicable terms, except to the extent deletion is reasonably required from time to time by Themis, terms of the applicable third party source, by applicable law, or by order of a court or tribunal.

19.5 Notwithstanding Section 2.11, unless otherwise agreed by the parties in writing, Themis reserves the right to add, modify, or remove the Materials made available through a Service at any time, with or without notice to you.

20. Third Party Services

The Service may allow you to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not “Services” under this Agreement and are not subject to any terms related to the Service, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Service does not imply Themis’ endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. Themis does not control the Third Party Services and will have no liability to Subscriber in connection with any Third Party Service. Themis has no obligation to monitor or maintain any Third Party Service and may replace, disable or restrict access to any Third Party Service or cancel related integrations at any time, without notice. The calculation of downtime pursuant to Exhibit A does not include the unavailability of any integration to a Third Party Service. BY USING OR ENABLING ANY THIRD PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND THEMIS DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.

21. Reporting Claims of Copyright Infringement

21.1 Themis takes claims of copyright infringement seriously. If Themis receives a notice alleging that content stored through the Services infringes copyright or is otherwise unlawful, Themis may take such action in relation to that content as Themis considers appropriate, including removing or disabling access to it.

21.2 Notice and Action. Clio maintains a mechanism by which individuals and organisations may notify Clio of content stored through the Services that they consider to be illegal (“Notices”). Clio will process all Notices in a timely, diligent, non-arbitrary, and objective manner. Customers who upload or store content through the Services acknowledge that Clio may receive Notices in respect of their content and agree to cooperate with Clio’s assessment and response process.

21.3 A person seeking to report allegedly infringing or unlawful content should send a notice to [email protected]. This address applies regardless of which Clio contracting entity is responsible for the relevant Service. The notice should include:

1. the sender’s full name and address;
2. sufficient information to identify and locate the content at issue; and
3. details of the alleged infringement or other unlawfulness.

21.4 Themis will comply with any binding order of a court or other competent authority requiring Themis to remove or disable access to content, or to provide information, to the extent required by applicable law. Where permitted by law, Clio will notify the relevant Customer of any such order.

21.5 Nothing in this Agreement shall be construed as imposing a general obligation on Clio to monitor content uploaded or stored by Customers, or to actively seek facts or circumstances indicating illegal activity.

22. Miscellaneous

22.1 Technical support and training are available to Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at https://help.clio.com/hc/en-150 and in Exhibit A.

22.2 The Subscriber acknowledges and agrees that Themis may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

22.3 The Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and, subject to Section 12.1(a), will not hold Themis liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Themis, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Themis will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. Themis’ actions will comply with its obligations under Sections 4 and 5 of this Agreement.

22.4 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Agreement creates an exclusive relationship or in any way prevents Themis from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.

22.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

22.6 This Agreement constitutes the entire agreement between you and Themis and governs your use of the Service, superseding any prior agreements between Subscriber and Themis with respect to the subject matter contemplated herein (including any prior versions of this agreement).

22.7 Themis reserves the right to amend this Agreement. In the event of material changes to the Agreement, Themis will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of the updated Agreement. If you object to any material change, you may elect to terminate this Agreement in accordance with Section 11 (“Cancellation and Termination”).

22.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section 22.8 shall be void and of no effect.

22.9 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the non-exclusive jurisdiction of the courts in Ireland.

22.10 The Service is intended for users located in the UK. Themis makes no representation that the Service is appropriate or available for use outside of the UK. If you choose to use or access the Service outside of the UK, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.