General Terms and Conditions of Service — Spain

These General Terms and Conditions of Service (these “Terms”) govern the contractual relationship between the applicable Contracting Entity (as identified in Clause 0 below and in the Order Document) and the Customer in connection with Customer’s subscription to one or more Services in Spain.

These Terms are organised as follows:

• Part I — General Terms: apply to all Customers, regardless of which Services are subscribed.
• Part II — Product Specific Terms for AI Services: apply to Customers subscribing to any AI-enabled Service.
• Part III — Product Specific Terms for Content (including vLex Library and Clio Library): apply to Customers subscribing to any Content service.
• Part IV –  Product Specific Terms for Clio Manage: Billing and Spanish Tax Compliance

A Customer may subscribe to one or more Services. Only the Parts corresponding to the Services subscribed to under the applicable Order Document will apply. Part I applies in all cases.

Products Available Under These Terms

Customers in Spain may subscribe to the following Services under these Terms, as specified in the applicable Order Document:

• Clio Manage: cloud-based legal practice management platform connecting cases, billing, documents, and clients in one place. 
• Clio Work or Vincent AI: the AI-powered legal intelligence platform.
• Clio Work + Clio Manage bundle: the complete platform combining the full functionality of Clio Manage and Clio Work. 
• Clio Library or Vlex Library: the legal content library giving access to over one billion legal documents from 100+ countries, included within Clio Work subscriptions.
• Other Services as specified in the Order Document.

Clause 0 — Contracting Entities

The identity of the Contracting Entity depends on the Services subscribed to by the Customer as described below: 

The applicable Contracting Entity for each subscription is identified in the Order Document. Where a Customer subscribes to Services involving different Contracting Entities, separate Order Documents and invoices will be issued by each entity and each such Contracting Entity will be deemed a separate party to this Agreement solely in respect of the Services that it provides. Notwithstanding anything herein, no Contracting Entity shall have any liability for the obligations of another Contracting Entity. Notwithstanding anything herein, no Contracting Entity shall have any liability for the obligations of another Contracting Entity. References to “Clio” throughout these Terms shall be read as references to the applicable Contracting Entity identified in the relevant Order Document.

PART I — GENERAL TERMS

General Terms and Conditions

These terms apply to all Customers subscribing to any Service under these Terms.

1. Definitions

The following definitions apply throughout these Terms:

• “Administrator” means the person designated by Customer (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 Customer to bind the Customer and administer the subscription to the Services and designate additional Authorised Users and/or Administrators. The first Authorised User is deemed to be designated as an Administrator.
• “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting rights.
• “Agreement” means  these Terms, together with any Order Document, the Product Specific Terms, and the Incorporated Documents.
• “AI Services” has the meaning given in Part II (Product Specific Terms for AI Services).
• “Authorised Users” means natural persons authorised by Customer to access and use the Services under a User Subscription.
• “Beta Services” means features or services designated by Clio as “pilot”, “proof of concept”, “POC”, “trial”, “beta”, “preview”, “early access”, or similar, made available for evaluation or testing prior to general commercial release.
• “Business Day” means a day other than a Saturday, Sunday, or public holiday in the jurisdiction in which the obligated party is located.
• “Clio” means the Contracting Entity identified in the applicable Order Document, as further described in Clause 0.
• “Confidential Information” means any information disclosed by a party (Discloser) to the other (“Recipient”) which is designated as confidential or that reasonably should be considered confidential, including business, financial, technical, personnel, and customer information. Customer Data is Confidential Information of Customer. The terms and pricing of this Agreement are Confidential Information of Clio. Excluded: information that is publicly known without breach of these Terms by the Recipient; known to Recipient prior to disclosure; received from a third party without breach; or independently developed by Recipient.
• “Content” means information and materials such as case law, legislation, articles, or other legal content, obtained by Clio from publicly available sources or third-party content providers and made available through the Services. Content excludes Customer Data and Third Party Services.
• “Customer Data” means the electronic data and information inputted or uploaded into the Services by or for Customer, excluding Content and Third Party Services.
• “Customer Personal Data” has the meaning given in the Data Processing Agreement.
• “Data Processing Agreement” or “DPA” means the data processing agreement applicable to Customer’s use of the Services, available at https://www.clio.com/uk/tos/data-protection-addendum/, incorporated herein by reference.
• “Effective Date” means the date of acceptance of this Agreement by Customer, or such other date as specified in the Order Document.
• “External Users” means individuals who are not Customer’s employees or contractors but who are authorised to use the Services in connection with a specific matter, such as counterparties, co-counsel, or other professionals collaborating on a transaction.
• “Force Majeure Event” means any circumstance not within a party’s reasonable control (excluding payment of all amounts owing to any Contracting Entity hereunder), including acts of war or terrorism, acts of God, civil unrest, strikes, electrical or internet outages not caused by the obligated party, government restrictions, pandemic, or denial of service attacks.
• “Incorporated Documents” means the following documents, each incorporated into this Agreement by reference: (i) the Data Processing Agreement; (ii) the Privacy Policy; (iii) the list of authorised sub-processors available at https://www.clio.com/uk/tos/subprocessors/; and (iv) the Support Services Policy.
• “Intellectual Property Rights” means, as applicable, all registered and unregistered rights under patent, copyright, trademark, trade secret, database right, and other intellectual property laws, in any part of the world.
• “Losses” means all damages, liabilities, judgements, settlements, interest, awards, penalties, fines, costs, and expenses, including reasonable legal fees.
• “Order Document” means the quote, order form, or online order entered into between the parties setting out User Subscriptions, Services, fees, and Subscription Term.
• “Output” has the meaning given in Part II (Product Specific Terms for AI Services).
• “Privacy Policy” means the privacy notice applicable to Customer’s use of the Services, available at https://www.clio.com/uk/privacy/es/  as updated from time to time.
• “Product Specific Terms” or “PST” means the product-related terms in Parts II, III and IV of these Terms.
• “Reseller” means a third party authorised by Clio to market and sell User Subscriptions under a Customer-Reseller Agreement.
• “Security Information” means Clio’s security posture and documentation as published at trust.clio.com, as updated from time to time.
• “Services” means Clio’s web-based applications, tools, and platforms subscribed to under an Order Document, including any offline or mobile components. Services exclude Content and Third Party Services.
• “Subscription Term” means the term of each User Subscription as specified in the Order Document, together with any renewal term.
• “Support Services” means the support services relating to the Services provided by Clio, or, where applicable, by a Reseller.
• “Support Services Policy” means Clio’s policy for Support Services and uptime commitments at  https://www.clio.com/uk/tos/service-level-commitments/spain as updated from time to time.
• “Third Party Services” means web-based, mobile, offline, or other software functionality that interoperates with a Service and is provided by Customer or a third party.
• “Usage Data” means information reflecting the access, interaction, or use of the Services by or on behalf of Customer, including performance and limitation signals detected by automated systems. Usage Data excludes Customer Data, Output, and Content.
• “User Subscriptions” means the user subscriptions purchased by Customer for access to the Services pursuant to an Order Document.
• “Virus” means any software, code, file, or script intended to prevent, impair, or adversely affect the operation of any computer software, hardware, or network, including worms, trojan horses, and viruses.

2. Provision of Services

2.1 Access to Services and Content

Subject to these Terms, Clio will make the Services and Content available to Customer pursuant to this Agreement and the applicable Order Document, to permit Customer’s Authorised Users to access and use the Services, Content, and documentation.

2.2 Uptime and Support

Clio will provide standard Support Services and use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime. These obligations do not extend to outages caused by Force Majeure Events. Service credits described in the Support Services Policy constitute Customer’s sole remedy for breach of uptime obligations.

2.3 Protection of Customer Data

Clio will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in the Security Information. Upon Customer’s request within 60 days after termination or expiry (“Post-Termination Period”), Clio will make Customer Data available for export in standard format. After the Post-Termination Period, Clio will delete or destroy Customer Data in accordance with its data retention practices or as required by applicable law, except for copies in backup or archival form.

2.4 Usage Data

Clio may collect and use Usage Data for the purposes of operating, maintaining, improving, and developing the Services and Clio may use, share and otherwise process such Usage Data for any lawful business purposes, provided that (a) Clio does not publicly disclose any Customer Data; (b) Clio does not identify Customer as the source of the Usage Data; and (c) such Usage Data is aggregated and anonymized such that Customer cannot be identified. Customer will not interfere with the collection of Usage Data. Usage Data does not include Customer Data, Output, or Content.

2.5 No Training on Customer Data

Neither Clio nor its subprocessors may train any artificial intelligence or machine learning model on Customer Data or Output, except pursuant to Customer’s documented instructions or as otherwise permitted in these Terms.

2.6 Professional Services

Professional services (including implementation, data migration, and training, but excluding Support Services) are not governed by these Terms. Where provided by Clio, professional services are subject to Clio’s then-applicable Professional Services Terms.

2.7 User Subscriptions Through Resellers

Where Customer purchases User Subscriptions through a Reseller, the Customer-Reseller Agreement applies and prevails with respect to the products and services purchased. No representation made by a Reseller shall bind Clio unless expressly agreed in writing. Support Services shall be provided by the Reseller as primary contact, who may escalate to Clio.

2.8 Beta Services. 

Clio may make Beta Services available to Customer from time to time, and Customer may choose to test such Beta Services in its sole discretion. Beta Services are provided “as is”, without warranty of any kind, and without service levels or support obligations unless otherwise expressly stated. Clio may suspend, limit, or terminate the Beta Services for any reason at any time without notice. Clio will not be liable to Customer for damages of any kind, except in respect of losses that cannot be legally limited or excluded under law, related to Customer’s use of the Beta Services. Clio may require participation in Beta Services to be confidential. Clio might also require Customer to provide feedback about the use of the Beta Services.

3. Use of Services

3.1 User Subscriptions

Services and Content access are purchased as User Subscriptions for the term in the Order Document. Additional User Subscriptions may be added during a Subscription Term at the then-current per-unit price, prorated for the remainder of the term.

3.2 Authorised Users and External Users

Authorised Users may include employees, consultants, contractors, agents, or third parties with whom Customer transacts business, provided the total does not exceed purchased User Subscriptions. Each Authorised User must be assigned unique login credentials.

Customer may grant access to External Users, who are individuals not employed by Customer but authorised to use the Services in connection with a specific matter (e.g., counterparties, co-counsel, collaborating professionals). External Users may not access the Services independently of Customer’s participation in the relevant matter, and Customer may not use External User access to provide the Services to third parties as a standalone offering.

3.3 Customer Responsibilities

Customer will:

• be responsible for its and its users’ compliance with, and any breach of, these Terms and Order Documents, including External Users;
• be responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired;
• use commercially reasonable efforts to prevent unauthorised access to Services and Content, and notify Clio promptly of any such access;
• comply with the applicable Spanish and EU laws and regulations; and
• comply with the terms of service of any Third Party Services used in connection with the Services.

3.4 Suspension

Any use of the Services in breach of these Terms that in Clio’s judgment threatens the security, integrity, or availability of Clio’s services may result in immediate suspension. Clio will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy prior to suspension.

3.5 Permitted Use of Content

Subject to these Terms, Customer and its Authorised Users may:

• access and display Content for internal professional and business purposes;
• print or download reasonable quantities of Content for professional use;
• store a minimal amount of Content in digital format for: (a) court cases, legislation, or agency-issued regulations, until expiry or termination of the Subscription Term; or (b) any other document, for no more than 90 days;
• share limited excerpts of Content with external parties directly related to a matter on which Customer is engaged;
• use excerpts or quotes from Content in Customer’s regular business documentation and work product;
• develop internal-only training materials for Customer’s professionals, including know-how documents, precedent guides, and practice notes compiled from Content.

3.6 Restrictions on Use

Customer will not:

• make any Service or Content available to anyone other than Customer or Authorised Users, except as permitted in Clause 3.5;
• sell, resell, licence, sublicence, distribute, rent, or lease any Service or Content, except as permitted in Clause 3.5;
• use a Service to store or transmit infringing, defamatory, privacy-violating, unlawful, or tortious material, or any Virus;
• interfere with or disrupt the integrity or performance of any Service;
• attempt to gain unauthorised access to any Service, Content, or related systems;
• permit access that circumvents any contractual usage limit;
• modify, translate, or create derivative works of a Service or its user interface, except as permitted in Clause 3.5;
• remove any proprietary notices or labels;
• reverse engineer, decompile, or disassemble any Service or related software;
• use the Services, Content, or any derived data to develop, train, fine-tune, or improve any artificial intelligence or machine learning model. For the avoidance of doubt, Clio expressly reserves its rights under Article 4(3) of Directive (EU) 2019/790 (DSM Copyright Directive) in respect of all Content accessible through the Services.

3.7 Third Party Services

The Services may allow Customer to access or integrate with Third Party Services. Such Third Party Services are not part of the Services and are not subject to warranties, indemnities, or service commitments under these Terms. Clio has no liability to Customer in connection with any Third Party Service and may disable or restrict access to any Third Party Service at any time without notice.

4. Fees and Payment

4.1 Fees

Customer will pay all fees specified in the Order Document. Fees are based on subscriptions purchased and not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable, unless otherwise specified. Quantities purchased cannot be decreased during the Subscription Term.

4.2 Invoicing

Fees are payable in EUR as specified in the Order Document. Invoicing shall occur as follows depending on the subscription type: 

• 365-day billing: one invoice issued in advance at the start of each Subscription Term (or each annual period within a multi-year Subscription Term).
• 30-day billing (monthly instalments): one invoice issued in advance at the start of each monthly billing period for the duration of the Subscription Term.

The applicable billing cycle is specified in the Order Document for 365-day subscriptions. 

Customer shall pay each invoice within 30 days of the invoice date.

Where Customer pays Subscription Fees in monthly instalments under a 365-day Subscription Term, the full Subscription Fee is due and payable in its entirety from the commencement of the Subscription Term. Monthly instalments are a payment facility only and do not affect the annual or multi annual nature of the obligation. 

In the event of non-payment of any instalment, Clio may, at its option: (i) suspend the Services until all outstanding amounts are paid in full; and/or (ii) declare all remaining instalments immediately due and payable as a single sum, without prejudice to any other rights or remedies available to Clio under these Terms or applicable law.

4.3 Increases on Renewal

All fees are subject to change upon notice. Clio will give the Administrator at least 30 days’ notice of any fee increase, during which period the Administrator may cancel the affected Subscription in accordance with Clause 14.2. Notice may be given by email to the Administrator or by announcement within the Services. A fee increase takes effect on renewal and does not apply to the Subscription Term then in effect. Continued use of the Services after the effective date of an increase constitutes Customer’s acceptance of it. This Clause 4.3, and not Clause 15, governs changes to fees.

4.4 Late Payment

If payment is not received within 30 days of the invoice due date, without prejudice to other rights:

• Clio may, on no less than 10 Business Days’ notice, suspend the Services until payment is made in full; and
• interest shall accrue on the overdue amount in accordance with Ley 3/2004, de 29 de diciembre, de medidas de lucha contra la morosidad en las operaciones comerciales, at the applicable reference rate published by the Banco de España.

4.5 Debt Recovery

In cases where payments are partially or fully outstanding, Clio reserves the right to engage collection agencies and assign its creditor rights and relevant information to facilitate debt recovery. Where permitted under applicable Spanish law and on the basis of legitimate interest pursuant to Article 6(1)(f) GDPR, Clio may report overdue amounts to credit registers. Customer acknowledges that such reporting accurately reflects its financial obligations and will remain on record for the period permitted under applicable law.

4.6 Taxes and VAT

All fees are exclusive of VAT and any other applicable taxes. Customer is responsible for paying all taxes associated with its purchases. If Clio has the legal obligation to collect taxes, it will invoice Customer accordingly. Customer may provide a valid tax exemption certificate to avoid such charges where applicable.

4.7 No Setoff

All amounts payable to Clio shall be paid in full without any setoff, deduction, or withholding, except for any withholding of tax required by applicable Spanish or EU law. Where Customer is required by law to make such a deduction or withholding, it shall, before making the payment, request from Clio a certificate of tax residence and shall apply any exemption or reduced rate available under the applicable double taxation treaty.

Where a deduction or withholding is made, Customer shall deliver to Clio the official certificate evidencing the amount withheld and paid over, including the annual withholding certificate.

5. Intellectual Property Rights

5.1 Clio’s Rights

Subject to the limited rights expressly granted herein, Clio, including its Affiliates and licensors, and Content providers reserve all Intellectual Property Rights in the Services and Content. Nothing in these Terms transfers any ownership of such Intellectual Property Rights to Customer.

5.2 Customer’s Rights in Customer Data and Output

Subject to these Terms, Clio shall have no right, title, or interest in Customer Data, the Customer’s Confidential Information, or any Output. Customer grants Clio a worldwide, limited-term licence and right to host, copy, use, transmit, and display Customer Data as necessary for Clio to provide and operate the Services in accordance with these Terms and the DPA. Output constitutes Customer Data for the purposes of this Agreement.

5.3 Feedback

Any feedback, suggestions, or ideas provided by Customer to Clio regarding the Services are non-confidential and Clio may use and incorporate them for any purpose without attribution or compensation.

5.4 Content Removal and Takedown

If Customer receives notice that Content may no longer be used or must be removed, Customer will promptly comply. Clio may disable Content or the Service if Customer fails to act. Clio complies with its obligations regarding the protection of intellectual property rights in Content in accordance with Directive (EU) 2019/790 on copyright in the Digital Single Market and Ley 34/2002 (LSSI-CE). Notices regarding alleged intellectual property infringement in Content may be submitted to Clio at [email protected].

6. Confidentiality

Each party will use the same degree of care to protect the other’s Confidential Information as it uses for its own (and not less than reasonable care). The Recipient will:

• limit access to Confidential Information to employees, contractors, and agents who need it and are bound by equivalent confidentiality obligations;
• not use Confidential Information except to perform its obligations or exercise its rights under these Terms;
• not disclose Confidential Information to any third party without the Discloser’s prior written consent, except as permitted in these Terms.

A Recipient may disclose Confidential Information where required by law, provided it gives the Discloser prior notice (to the extent legally permitted) and reasonable cooperation if the Discloser wishes to seek a protective order, and otherwise where expressly permitted herein.

This obligation survives termination of the Agreement for a period of five (5) years, or such longer period as required by applicable law.

7. Data Privacy

To the extent Customer Data includes personal data as defined under applicable data protection law (including GDPR and Spain’s Ley Orgánica 3/2018 — LOPDGDD), the processing of such personal data by the applicable Contracting Entity in connection with the Services shall be governed by the Data Processing Agreement. 

Where Clio acts as a Processor of Customer Data, Clio will store and process such Customer Data within the European Economic Area (“EEA”), except where transfers to sub-processors outside the EEA are made subject to appropriate safeguards in accordance with Chapter V of the GDPR, as set out in the Data Processing Agreement. The sub-processor list, including applicable safeguards, is available at https://www.clio.com/uk/tos/subprocessors/

8. Warranties and Disclaimer

8.1 Clio’s Warranty

Clio warrants that: (a) the Services will perform materially in accordance with applicable documentation during the Subscription Term, as long as the Customer is in full compliance of its obligations; and (b) Clio will not materially decrease the overall functionality of a subscribed Service during the Subscription Term.

Customer’s sole remedy for breach of the warranty in (a) is as described in the Support Services Policy. Customer’s sole remedy for breach of (b) is to terminate the applicable subscription and receive a pro rata refund of prepaid fees for the unused portion of the Subscription Term.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 8.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE SPANISH AND EU LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CLIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.3 No Legal Advice

The Services and Content are provided for practical and informational purposes only and do not constitute legal or other professional advice. Customers are solely responsible for exercising professional judgment in evaluating and acting on any information obtained through the Services.

8.4 Services designed for professional use

The Services are designed exclusively for professional use by legal professionals and organisations engaged in the practice of law or the provision of legal services. The Services are not intended for, and may not be accessed by: (i) individuals acting as consumers within the meaning of applicable Spanish and EU law; (ii) direct competitors of Clio or vLex; or (iii) any person intending to use the Services for competitive monitoring, benchmarking, or competitive analysis. Access to the Services by any of the above is strictly prohibited. By accepting these Terms, and to the maximum extent legally permissible, Customer confirms that it is not acting as a consumer and expressly waives any rights it might otherwise have under applicable consumer protection legislation.

9. Limitation of Liability

9.1 Exclusion of Consequential Loss

To the maximum extent permitted by applicable Spanish and EU law, neither party shall be liable to the other for any indirect, special, incidental, consequential, or punitive damages, including loss of profits, revenues, data, or business opportunities, arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages.

9.2 Aggregate Cap

Subject to Clause 9.3, the total aggregate liability of all Contracting Entities, taken together, to the Customer under or in connection with this Agreement, whether in contract, tort, or any other legal theory, shall not exceed the total fees paid by the Customer under this Agreement during the six (6) months immediately preceding the event giving rise to the claim.

9.3 Exceptions

Nothing in these Terms limits or excludes either party’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be excluded or limited under applicable mandatory Spanish or EU law.

10. Indemnification

10.1 Indemnification by Clio

Clio will defend Customer against any third-party claim alleging that the Services, as used in accordance with these Terms, infringe any third party’s Intellectual Property Rights, and will indemnify Customer against any directly incurred  Losses, provided that Customer: (a) promptly notifies Clio of the claim; (b) grants Clio sole control of the defence and settlement; and (c) provides reasonable cooperation.

If Customer’s use of the Services is enjoined or threatened to be enjoined, Clio may, at its option: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to avoid infringement; or (iii) terminate the affected subscription and refund prepaid fees pro rata.

Clio’s indemnification obligations do not apply to claims arising from: Customer Data; Third Party Services; modifications to the Services not made by Clio; or Customer’s use of the Services in a manner not permitted by these Terms.

10.2 Indemnification by Customer

Customer will defend Clio against any third-party claim arising from: (a) Customer Data; (b) Customer’s use of the Services other than in accordance with these Terms; or (c) Customer’s violation of applicable law, and will indemnify Clio against any directly incurred  Losses.

11. Publicity

Neither party shall make any public announcement concerning this Agreement without the prior written consent of the other party, except as required by law or competent authority. At Clio’s reasonable request, Customer will permit Clio to: (a) include Customer’s name and logo on Clio’s website as a customer; and (b) participate in a joint press release. Customer may withdraw consent at any time by notifying Clio at the address in the Order Document.

12. Electronic Communications

By creating an account or entering into an Order Document, the Customer acknowledges that the applicable Contracting Entity and its Affiliates may send electronic communications necessary for the provision and administration of the Services (such as security notices, changes to these Terms, and account notifications). Such communications are based on the performance of the Agreement and do not require additional consent.

The sending of commercial and promotional communications by email or equivalent electronic means (including instant messaging services) requires the Customer’s prior and express consent, given separately from acceptance of these Terms, unless such communications relate to similar products or services already contracted, in accordance with Article 21.2 of Ley 34/2002, de 11 de julio, de servicios de la sociedad de la información y de comercio electrónico (LSSI-CE). The Customer may exercise the right to object to direct marketing at any time by contacting the applicable Contracting Entity or using the unsubscribe link in marketing emails.

13. Force Majeure

Neither party will be in breach of these Terms if performance is prevented or delayed by a Force Majeure Event. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact. Payment obligations are not excused by Force Majeure Events.

14. Term and Termination

14.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term specified in the Order Document, unless terminated earlier.

14.2 Renewal and Cancellation

Each Subscription will automatically renew at the end of its current term for a further term equal in duration to the original, unless cancelled as set out below.

Customer may cancel its Subscription at any time via the account settings within the Services or by contacting [email protected]. Upon cancellation, access to the Services will continue until the end of the current Subscription Term. Where Customer has subscribed for a Subscription Term with monthly instalments, cancellation does not reduce or extinguish the obligation to pay the full Subscription Fee. All remaining monthly installments for the current Subscription Term will continue to fall due and be charged on their scheduled dates until the end of that term. Monthly instalments are a payment facility only and do not affect the annual nature of the payment obligation.

No refund will be issued for any unused portion of the current Subscription Term.

If cancellation is not processed before the renewal date, the Subscription will renew for a further term. The prior failure to apply this clause or any manual management of previous renewals does not constitute a modification of the Agreement.

14.3 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party:

• commits a material breach of these Terms and fails to remedy it within 30 days of written notice; or
• becomes insolvent, enters administration, is subject to a declaration of concurso de acreedores, or is subject to winding-up proceedings.

Clio may also terminate immediately if Customer’s use of the Services poses a material security or legal risk to Clio or third parties.

14.4 Effect of Termination

On termination or expiry: (a) all User Subscriptions cease; (b) Customer must cease use of the Services; (c) each party must return or destroy the other’s Confidential Information, subject to legal retention obligations; (d) Clio will make Customer Data available for export during the Post-Termination Period (60 days). Provisions that by their nature should survive termination (including Clauses 2.8, 3.6, 4 to 7, 8.2, 9, 10, 14, 16 and 17) shall survive.

15. Amendment

Clio may update these Terms (including PST and incorporated policies) at any time. Changes will be communicated with at least 30 days’ notice for material changes. Continued use of the Services after the effective date of any amendment constitutes acceptance. If Customer objects to a material amendment, it may terminate the affected Subscription before the amendment takes effect and receive a pro rata refund of prepaid fees.

16. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of the Kingdom of Spain.

The parties submit to the exclusive jurisdiction of the courts of Barcelona, Spain, for the resolution of any dispute that cannot be resolved by good-faith negotiation within 30 days.

17. General Provisions

Entire Agreement. These Terms, together with the Order Document, DPA, and incorporated policies, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.

Severability. If any provision is found invalid or unenforceable, it shall be replaced with a provision most closely matching the original intent, and all remaining provisions shall remain in full force.

Waiver. No failure to exercise any right constitutes a waiver unless in writing and signed by an authorised representative.

Assignment. Customer may not assign these Terms without Clio’s prior written consent. Clio may assign in connection with a merger, acquisition, or sale of substantially all assets.

Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

Notices. Notices shall be in writing and delivered to the address specified in the Order Document.

Language. These Terms are executed in English. The governing version is the English version. A Spanish translation may be provided for reference; in case of conflict, the English version prevails.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns and do not confer any rights on any third party.

Order of Precedence. In the event of conflict: (1) DPA; (2) Order Document; (3) Parts II, III and IV (Product Specific Terms), in respect of matters specifically addressed therein; (4) Part I (General Terms); (5) other incorporated documents.

PART II — PRODUCT SPECIFIC TERMS

AI Services Product Specific Terms (including Vincent)

These terms apply to Customers subscribing to any AI-enabled Service, including Vincent. They supplement Part I and prevail over Part I in respect of matters specifically addressed herein. Capitalised terms have the meanings given in Part I unless otherwise defined.

II.1 Definitions

• “AI Services” means features and services made available by Clio that utilise artificial intelligence technology, including large language models (“LLMs”) or similar technologies, as part of or in connection with the Services.
• “Output” means any and all content, data, results, responses, recommendations, predictions, analyses, or other materials generated by an AI Service, whether in response to Customer Data, inputs, prompts, queries, or use of the Services, regardless of format or method of delivery.

II.2 AI Services — General

Use of AI Services may be subject to additional fees communicated to Customer during activation. By using AI Services, Customer agrees to pay such fees.

AI Services are provided “as is” and “as available.” Clio does not review Output for accuracy or completeness and makes no representations or warranties with respect to Output. Output may be incomplete or inaccurate. Output is intended for practical and informational purposes only and does not constitute legal or other professional advice. Customer is solely responsible for use of AI Services and Output.

II.2A Document Generation and Automation Features

Clio Work includes document generation and automation functionality (“Document Features”), including features that allow Authorised Users to generate, complete, modify, save, execute, and download legal documents and forms, and to create questionnaires that can be completed by the Customer’s own clients, with the information then automatically imported into documents within the platform. The following provisions apply specifically to Document Features.

II.2B Web Search

Clio may offer a feature that, as part of the AI Services, enhances the Customer’s experience by directly querying publicly available websites to supplement responses drawn from Content (“Web Search”). Web Search is a feature of the AI Services described in Clause II.2 above, which this Clause II.2B supplements and does not limit.

•       (a) Web Search can be disabled at the account level by the Administrator via account settings. If Web Search is active, the Authorised User can disable Web Search at the individual search conversation level.
•       (b) Web Search is performed through one or more of Clio’s Sub-processors (currently, OpenAI). A current list of Clio’s Sub-processors is available at https://www.clio.com/uk/tos/subprocessors/
•       (c) The Sub-processor(s) used to provide Web Search may process data in a location other than the Customer’s jurisdiction or selected data processing region. Customer is solely responsible for determining whether such processing is acceptable for its jurisdiction, regulatory, contractual, or professional obligations before enabling or using Web Search.
•       (d) When Web Search is enabled and used to generate Output, Clio will identify the applicable results as generated using Web Search, distinct from results drawn from Content. Clio does not control, and is not responsible for, the websites that Web Search may query or reference. The inclusion of, or reference to, any particular website through Web Search does not constitute or imply Clio’s endorsement or recommendation of that website, its operator, or its content, nor any assessment of its accuracy, quality, or reliability relative to any other website.
•       (e) Output returned through Web Search may draw on information originating from third-party websites, which may be subject to copyright or other usage restrictions different from those applicable to Content. Customer is solely responsible for ensuring its use of any such site’s content complies with applicable third-party rights.
•       (f) Any quotations or excerpts included in Output generated using Web Search may be inaccurate, incomplete, or taken out of context. As with all AI Services Output, Customer must independently verify any quotation before relying on it.
•       (g) Where Output generated using Web Search includes a link, citation, or reference to a source, selecting that link will take the Customer outside of the Services to the relevant third-party website. Access to, and use of, that third-party website — including any further viewing, downloading, reproduction, or reliance on its content — is governed solely by that website’s own terms of use, and not by these Terms.

 

II.2A.1 Clio is Not a Law Firm

Clio is a technology provider, not a law firm, and does not provide legal advice, legal services, legal opinions, legal representation, referrals, or legal counsel of any kind. No information, suggestion, instruction, template, or Output generated through the Document Features constitutes legal advice or creates an attorney-client relationship between the Customer (or any end-user) and Clio. Communications with Clio are not subject to legal professional privilege or attorney-client confidentiality protections.

II.2A.2 Documents Are Not Guaranteed

Clio endeavours to keep the documents, forms, and templates available through the Document Features accurate and up to date, but does not guarantee that any document, form, or template is the correct, current, complete, or appropriate document for the Customer’s specific purposes or jurisdiction. The Customer must always verify with the relevant court, authority, registry, or professional body that it is using the correct and most current document for its intended use. Clio is not responsible for any errors or omissions in documents generated through the Document Features, whether due to incorrect or outdated information provided by the Customer, its clients, or otherwise.

Instructions, suggestions, and assistance provided within the Document Features in connection with completing, formatting, or populating documents are intended solely as administrative assistance to facilitate the technical use of the platform. They do not constitute legal advice and are not a substitute for legal training or professional legal judgement.

II.2A.3 Customer’s Responsibility to Review All Documents

The Customer is solely responsible for reviewing all documents created, generated, or populated through the Document Features before signing, filing, sending, or otherwise using them. The Customer acknowledges that the Document Features may not identify all fields that require completion in order for a document to be complete, valid, or legally compliant, and that the Customer bears sole responsibility for the content, accuracy, applicability, and use of any document created using the platform.

II.2A.4 Client Questionnaires and Third-Party Access

Where the Customer uses the questionnaire functionality to allow its own clients or third parties to input information that is then automatically imported into documents, the Customer is solely responsible for:

• ensuring that the use of such functionality complies with all applicable professional conduct rules, including those governing client communications, confidentiality, and data protection under the RGPD and LOPDGDD;
• ensuring that its clients understand that they are completing an administrative form and are not receiving legal advice from Clio or through the platform;
• the accuracy and completeness of information provided by its clients through such questionnaires;
• all aspects of its relationship with its own clients in connection with documents generated using such information.

II.2A.5 Professional Conduct Compliance

The Customer is solely responsible for ensuring that its use of the Document Features complies with all applicable laws and rules of professional conduct, including those of the relevant bar association and any applicable rules regarding the unauthorised practice of law, client communications, confidentiality obligations, and document execution. Clio is not liable for any violation of applicable law or professional rules by any user of the platform, or for the consequences of any such violation.

II.3 Customer Obligations Regarding Output

Customer agrees to use AI Services and any Output only with appropriate human oversight. Customer is solely responsible for reviewing Output prior to any disclosure or use, including for:

• accuracy and completeness;
• appropriateness for Customer’s use case;
• compliance with legal, regulatory, and professional conduct requirements applicable in Spain and the EU;
• compliance with applicable fiduciary duties and professional ethics rules (including those of the applicable Colegio de Abogados).

Customer uses and relies on AI Services and Output at its own discretion and risk.

The Customer 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 account of their knowledge, experience and training and the context in which the relevant AI Service is used.

II.4 Restrictions — AI Services

Customer will not, and will not permit any third party to:

• use AI Services or Output to develop a product or service that competes with the Services or any other Clio product or service;
• use AI Services or Output to train, fine-tune, or otherwise develop any artificial intelligence or machine learning model, system, product, or service.

II.5 Customer Responsibilities — Deployment to End-Users

Where Customer deploys or makes AI Services or Output available to its own end-users, customers, or third parties, Customer:

• maintains sole responsibility for all relationships, interactions, and communications with such end-users;
• retains full control over how AI Services are implemented, configured, and used;
• will ensure compliance with all applicable laws, including those relating to privacy, data protection, artificial intelligence, automated decision-making, and any sector-specific regulations applicable to Customer’s business;
• is solely responsible for providing all legally required disclosures to 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 to the persons concerned; (ii) the nature and limitations of AI-generated responses; (iii) data collection and processing practices; (iv) human oversight processes; and (v) any other disclosures required by applicable law, including Spain’s obligations under the EU AI Act (Regulation (EU) 2024/1689); 
• will not remove, obscure, disable or circumvent any notice, disclosure, label or machine-readable marking included by Clio on the AI Services to comply with applicable law, including requirements under the EU AI Act (Regulation (EU) 2024/1689); and 
• will not use, modify, rebrand or deploy an AI Service in a manner that causes Customer to become the provider of that AI Service, materially changes its intended purpose, or causes it to become a high-risk AI system under applicable law, unless Clio has given prior written approval and Customer first satisfies all resulting legal requirements.

II.6 Indemnification — AI Services

In addition to Customer’s indemnification obligations under Clause 10.2 (Part I), Customer shall defend, indemnify, and hold harmless Clio and its Affiliates against all Losses arising out of or relating to:

• Customer’s deployment or use of AI Services with or in respect of its end-users;
• Customer’s failure to comply with applicable law or to provide required disclosures in connection with AI Services;
• any representations or warranties made by Customer to its end-users regarding AI Services or Output;
• any end-user interactions, decisions, or outcomes based on or arising from AI Services or Output.

The indemnification procedures in Clause 10 (Part I) apply.

II.7 Use of Customer Data for AI Improvement

The prohibition on training artificial intelligence or machine learning models on Customer Data or Output is set out in Clause 2.5 (Part I) and applies in full to AI Services.

Clio may, through automated means and without human access to Customer Data, analyse interactions with AI Services to identify capability gaps and performance limitations, for the purpose of improving AI Services. This analysis remains within the production environment and is not used to train any generalized third-party AI model. The outputs of such analysis constitute Usage Data and will not contain or reproduce Customer Data.

II.8 Proprietary Rights in Output

Subject to Clio’s reservation of rights in respect of the Services and the Content, (a) Output constitutes Customer Data for the purposes of this Agreement; and (b) Clio shall have no right, title, or interest in any Output. Customer’s licence grant to Clio under Clause 5.2 (Part I) applies to Output only to the extent necessary for Clio to provide and operate the Services. For clarity, Output that incorporates Content will be subject to Part III. 

PART III — PRODUCT SPECIFIC TERMS

Content Product Specific Terms (vLex Library and Clio Library)

These terms apply to Customers subscribing to any Content service, including Vincent, vLex Library, and/or Clio Library. They supplement Part I and prevail over Part I in respect of matters specifically addressed herein. Capitalised terms have the meanings given in Part I unless otherwise defined.

III.1 Nature of Content

Content is made available by Clio through the Services, including through Vincent, vLex Library, and/or Clio Library. Content comprises legal materials such as case law, legislation, regulations, legal journals, articles, and treatises, sourced from publicly available sources and third-party content providers. Content made available by third-party providers is subject to licences held by Clio from those providers, and Customer’s use is subject to these terms in addition to Part I.

III.2 Permitted Use of Content

Subject to these Terms, Customer and its Authorised Users may:

• access and display Content for internal professional and business purposes;
• print or download reasonable quantities of Content for professional use;
• store a minimal amount of Content in digital format for: (a) court cases, legislation, or agency-issued regulations, until expiry or termination of the Subscription Term; or (b) any other document, for no more than 90 days;
• share limited excerpts of Content with external parties directly related to a matter on which Customer is engaged;
• use excerpts or quotes from Content in Customer’s regular business documentation and work product;
• develop internal-only training materials for Customer’s professionals, including know-how documents, precedent guides, and practice notes compiled from Content.

For clarity, Content may be used in the course of Customer providing professional services to its clients, including disclosing Content to a client, court, tribunal, registry, regulator or other party where required or appropriate in connection with a legal matter, and Customer may retain such Content in the relevant client or matter file for the period required by applicable law or its professional obligations.

III.3 Restrictions on Use of Content

In addition to the restrictions in Part I, Customer will not:

• download, print, email, or otherwise extract substantial portions of Content, including through any automated or systematic process;
• remove, conceal, or alter any copyright notice or attribution required by a third-party content provider;
• use Content to train, fine-tune, or develop any AI or machine learning model, system, product, or service;
• resell, sublicence, redistribute, or make Content available to any third party other than as expressly permitted in Clause III.2;
• access or use the Services to retrieve Content through automated means (robots, scrapers, crawlers, or AI tools not provided by Clio), except as expressly authorised in writing or under a separate API agreement;
• use Content for competitive intelligence, benchmarking, or to develop a competing product or service;
• access or use Content outside the jurisdiction(s) specified in the Order Document, except for brief periods not exceeding 30 days in aggregate per year, unless otherwise agreed in writing.

III.4 API Access

Where Customer’s subscription includes API access for Content retrieval:

• such access is subject to additional terms, usage limits, and restrictions in the Order Document;
• Customer is responsible for maintaining the security of API credentials, including: (i) storing credentials in secure, encrypted systems; (ii) not embedding credentials in publicly accessible repositories; (iii) rotating credentials at least every three months, and immediately upon any suspected breach; and (iv) notifying Clio within 24 hours of any unauthorised use;
• Customer shall defend, indemnify, and hold harmless Clio and its Affiliates against all Losses arising from Customer’s failure to secure API credentials or any out-of-scope API use.

III.5 Third-Party Content Disclaimers

Content may include materials from third-party providers, courts, legislative bodies, and other official entities. Clio does not endorse, verify, or warrant the accuracy, completeness, or currency of any such Content. To the maximum extent permitted by applicable law, neither Clio nor any third-party content provider makes any warranty as to the accuracy or fitness for purpose of such Content. Customer assumes sole responsibility for reliance on Content.

III.6 No Legal Advice

Content is provided for practical and informational purposes only and does not constitute legal advice. Customer is solely responsible for exercising professional judgment in evaluating and acting on Content. Clio assumes no liability for actions taken or omitted in reliance on Content.

III.7 Content Availability

Clio does not guarantee the continued availability of any particular Content. Third-party providers may amend, withdraw, or restrict Content at any time. Clio may modify or remove Content without notice where required by a provider or by applicable law. No such change constitutes a breach or gives rise to a refund, except where it constitutes a material decrease in overall Service functionality as described in Clause 8.1 (Part I).

III.8 Intellectual Property in Content

All Intellectual Property Rights in Content remain with Clio and/or its third-party content providers. Nothing in these Terms transfers any ownership of Content to Customer. Customer’s use of Content is limited to the licence in Clause III.2.

III.9 vLex Chrome Extension

Where Customer’s subscription includes access to the vLex Chrome Extension, use is subject to these Terms. The vLex Chrome Extension enhances legal research by prioritising legal documents in search results and facilitating direct access to legal citations within webpages. Customer acknowledges that the Extension’s interaction with third-party websites does not imply endorsement by or affiliation with Clio. Customer is responsible for ensuring compliance with third-party website terms. Clio shall not be liable for modifications to website performance resulting from use of the Extension. Customer agrees to indemnify Clio against any claims arising from such use, in accordance with these Terms.

PART IV — PRODUCT SPECIFIC TERMS

Clio Manage — Billing and Spanish Tax Compliance (Verifactu)

These terms apply to Customers subscribing to Clio Manage and that activate the Billing Compliance Functionality. They supplement Part I and prevail over Part I in respect of matters specifically addressed herein. Capitalised terms have the meanings given in Part I unless otherwise defined.

IV.1 Definitions

• “AEAT” means the Agencia Estatal de Administración Tributaria.
• “Billing Record” means a registro de facturación as defined in the RRSIF.
• “Billing Compliance Functionality” means the functionality within Clio Manage that generates Billing Records and transmits them to the AEAT, together with the related invoice marking requirements (Verifactu).
• “Representation Form” means the standardised representation document approved by the AEAT by which an obligated taxpayer authorises a software supplier adhered to a colaboración social agreement to transmit its Billing Records.
• “RRSIF” means the Reglamento approved by Real Decreto 1007/2023, de 5 de diciembre, together with Orden HAC/1177/2024, de 17 de octubre, and the technical specifications published by the AEAT.
• “Transmission Provider” means the subcontractor engaged by Clio to generate and transmit Billing Records to the AEAT, being B2Brouter Global, S.L. (Spanish tax identification number B63276174) or such other provider as Clio may designate.

IV.2 Scope and activation

The Billing Compliance Functionality is available to Customers subscribing to Clio Manage and operates only where activated by the Administrator. Activation is subject to the conditions in Clause IV.4.

IV.3 Status of the Transmission Provider

The Transmission Provider is a subcontractor engaged by Clio for the purpose of providing the Billing Compliance Functionality. For the avoidance of doubt, the Transmission Provider is not a Third Party Service within the meaning of Part I, and Clause 3.7 (Third Party Services) does not apply to it. The Billing Compliance Functionality forms part of the Services. The Customer enters into no contractual relationship with the Transmission Provider, and the Transmission Provider’s own terms do not apply to the Customer.

IV.4 Representation Form

The transmission of Billing Records to the AEAT on the Customer’s behalf requires a validly granted Representation Form in favour of the Transmission Provider. Accordingly:

• (a) the Customer shall execute a Representation Form in respect of each tax identification number under which it issues invoices through Clio Manage, together with the identification documentation required by the AEAT;
• (b) Clio will not commence transmission of Billing Records to the AEAT until it has received the executed Representation Form and accompanying documentation;
• (c) the Customer is responsible for the accuracy and currency of the information and documentation provided, and shall notify Clio without undue delay of any change affecting the validity of a Representation Form, including any change of tax identification number or of legal representative;
• (d) the Customer acknowledges that the Representation Form is granted in favour of the Transmission Provider, which is required to produce it to the AEAT upon request, and consents to Clio transmitting the executed Representation Form and accompanying documentation to the Transmission Provider for that purpose.

IV.5 Responsibility declarations

Clio and the Transmission Provider each issue a declaración responsable in respect of the component of the billing system they respectively produce, in accordance with Article 13 of the RRSIF. Clio will make both declarations available within the Services for each released version of the Billing Compliance Functionality, and will maintain a record of previously issued declarations accessible to the Customer.

IV.6 VERI*FACTU modality and continuity

The Billing Compliance Functionality operates exclusively in the VERI*FACTU modality. The non-VERI*FACTU modality contemplated by the RRSIF is not available through the Services. The Customer acknowledges that, once the first Billing Record has been effectively transmitted, the RRSIF requires the Customer to remain in the VERI*FACTU modality until 31 December of that calendar year, and that Clio will not deactivate the functionality before that date where the RRSIF is applicable to the Customer.

IV.7 Immutability of invoices and corrections

Corrections must be effected by issuing a corrective invoice (factura rectificativa) in accordance with Real Decreto 1619/2012 or, where the invoice should not have been issued at all, by submitting an annulment record (registro de anulación) where that functionality is available.

IV.8 Allocation of responsibility

• (a) The Customer is solely responsible for: determining whether the RRSIF applies to it; the content, accuracy, completeness and tax treatment of the invoices it issues; the correct configuration of its tax regime, exemptions and invoice numbering series; and the fulfilment of its own tax obligations.
• (b) Clio is responsible for the technical conformity of the Billing Compliance Functionality with the RRSIF, within the scope described in its declaración responsable.
• (c) Nothing in the Services constitutes tax advice. Clause 8.3 (No Legal Advice) applies equally to tax matters.
• (d) Successful transmission of Billing Records requires invoice recipients to be configured with a valid address and tax identification number. Clio is not responsible for transmissions rejected by the AEAT as a result of incomplete or inaccurate Customer Data.
• (e) Where the AEAT rejects a Billing Record after Clio has transmitted it, Clio will notify the Customer. The Customer remains responsible for taking the corrective action required.

IV.9 Data protection

The processing of personal data contained in Representation Forms and accompanying identification documentation is governed by the DPA. Such data will be retained for the period necessary to accredit the representation before the AEAT and, in any event, for no less than the limitation period established in Article 66 of Ley 58/2003, General Tributaria.