Thank you for using Clara, a website, service and platform that provides users the ability to execute agreements, manage stakeholders, store documents in the dataroom, form and manage companies using Clara’s corporate service provider services and onboard to accelerator programs. When you use our website, platform, products and services (together, we, our, Clara or us), you are agreeing to our website and service terms of use (Terms).
These Terms (together with the documents referred to in it) set out the conditions on which you make use of www.1-staging-wp.clara.co. These Terms are set out as follows:
Please read these Terms carefully before you start to use Clara.
By using Clara, you are accepting and agreeing to be bound by these Terms. If you do not agree to these Terms, please stop using or engaging Clara immediately.
Some of our services may be provided by another company in the Clara group (for example, Clara’s company service providers or third parties engaged by Clara).
Please see further below for the specific terms on which those companies provide their services to you.
Our subscription services
Our Subscription Services consist of all the services we provide now or in the future, relating to our online platform.
Our Subscription Services are provided by, or on behalf of, and you are contracting with:
Company Name:Clara Technologies Limited
Company Number:000001598
Registered Office:DD-15-134-002 – 003, Level 15, WeWork, Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, United Arab Emirates
Contact:[email protected]
Creating a subscription
When you create a subscription to use our platform and accept these Terms, whether paid or otherwise, you become a Subscriber. If you’re the Subscriber, you’re responsible for paying for your Subscription Services when you upgrade to a paid tier of Clara.
People invited to use Clara
An Invited User is a person other than the Subscriber who has been invited to use our services through a subscription. If you’re an Invited User, you must also accept these Terms to use our Subscription Services.
User roles and access
As a Subscriber inviting others into a subscription, you should understand the permissions you are granting to Invited Users, including the level and type of confidential information of others that may be accessible. User types and permissions will be updated from time to time, and if in doubt, contact [email protected].
Clara Partner
If you are a member of one of our approved Clara Partners, such as an accelerator program or a referral partner, you may be entitled to discounts on Subscription Services or Corporate Services. Please liaise with the Clara team at [email protected] before you proceed with a paid engagement for Clara Services and make them aware of the Clara Partner you are affiliated with. Failure to do so will not entitle you to a partial refund after making a full payment to Clara.
The right to use our services
Whether you are a Subscriber or an Invited User, we grant you the right to use our Subscription Services (based on your subscription type, your user role and the level of access you have been granted) for as long as the Subscriber continues to pay for the subscription, until the subscription is terminated or, if you are an Invited User, until your access is revoked.
Subscriber Role
As a Subscriber, you take responsibility for fully controlling how your Subscription Service is managed and who can access it. For example:
INTRODUCTION OF NEW OR REVISED SERVICES
Since Clara is a fast-growing tech startup, we are constantly striving to improve the platform both on user experience and user functionality. Therefore, we regularly expand our Subscription Services and in some cases, we reserve the right to discontinue current features or services within our Subscription Services at little or no notice to you. For new or updated services, there may be additional terms of use. We will let you know what those terms are before you start using those services.
WHAT WE OWN
We own everything we have put into our Subscription Services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation and look and feel of our Subscription Services. It also includes rights in all copyrighted works, trademarks, designs, inventions and other intellectual property. Please refer to our Data and Privacy Protection Policy for further information.
BETA SUBSCRIPTIONS
Occasionally we may offer a service at no charge – for example, a beta service or a time-limited account. Because of the nature of these services, you use them at your own risk.
CLARA SUBSCRIPTION PRICING
Start subscription
When you first sign up, you can opt for a freemium subscription based on the Subscription Services terms at the time. If you choose to upgrade at any time, you will be billed when you add your billing details to Clara and pay by credit card through our chosen payment gateway.
Scale subscription
Your use of our Subscription Services beyond the Start or beta tiers generally requires you to subscribe to a monthly subscription paid annually. The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. The pricing plan may vary by region and includes information set out in the offer details and pricing page. We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these Terms. Any changes to the pricing plan will not apply retrospectively and, if we make changes and you are a paid Subscriber, we will make every effort to let you know before we make those changes.
IMPORTANCE OF TIMELY PAYMENTS
To continue accessing our Subscription Services, you must make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we do not receive timely payments, we may suspend access to your subscription until the payment is made.
SUBSCRIPTION PERIOD
Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these Terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. Your subscription services will be automatically renewed, and your credit card will be charged without further authorisation from you on the date applicable to the pricing plan you selected.
You agree that Clara may, via a secure payment processing provider, retain your credit card details for these payments.
TERMINATION BY CLARA
Clara may terminate or suspend your subscription or access to all or any data immediately if:
NO REFUNDS
No refund is due to you if you terminate your subscription or Clara terminates it in accordance with these Terms.
RETENTION OF YOUR DATA
Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a Subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.
AVAILABILITY
We strive to maintain the availability of our subscription services and provide online support within our team members’ working hours. Occasionally, we need to perform maintenance on our services, which may require a downtime period. We try to minimise any such downtime. Where planned maintenance is being undertaken, we will try to notify you in advance but we cannot guarantee it.
ACCESS ISSUES
You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
DATA LOSS
Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into our Subscription Services.
NO COMPENSATION
Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our Subscription Services.
PROBLEMS AND SUPPORT
If you have a problem with the platform, we have a support team who can be contacted at [email protected].
NO LEGAL, TAX OR FINANCIAL ADVICE
Clara is provided on an ‘as is’ basis and all information, commentary and other materials displayed on Clara are intended for general information purposes only.
Therefore, we disclaim all liability and responsibility arising from any reliance placed on such information, commentary or other materials contained on Clara by any visitor to our website, platform or by anyone who may be informed of any of its content. In particular, you agree that:
If you wish to receive legal advice from one of Clara’s expert startup law firm partners, please get in touch with us either through intercom or [email protected].
NO LAWYER-CLIENT RELATIONSHIP
The use of Clara and any correspondence with us, whether written or verbal, does not create any lawyer-client relationship between you and Clara.
Any information provided to us will not be privileged or confidential. To become a client of one of our law firm partners, they will follow a process that includes agreeing on an engagement letter with you and observing various professional responsibility requirements, including know-your-client and managing conflict processes.
USING THE AUTOMATED DOCUMENTS ON CLARA
When using the forms (Forms) to generate documents (Documents), you are not receiving legal or tax advice, and it is not intended to replace the need for professional advice.
The Forms, and any directions or explanatory notes in them, and the Documents are only examples and are not personalised for you or your business. Generally, a Document will need to be changed to address your specific situation. We recommend you get help from a qualified lawyer or other legal services provider before using any Document.
The Documents are based on the laws that you choose to select at the automation process. The laws of your jurisdiction may have different requirements. You must obtain professional or specialist advice to decide what the suitable documents are for your situation.
We make no representations, warranties or guarantees, whether express or implied, that the Documents are suitable for use in other jurisdictions or that the Documents comply with the laws of any other jurisdiction. You must ensure your access to, and use of, the Documents complies with any applicable local laws in your jurisdiction.
You may use the Documents for your own personal business use in the following manner:
You may view, change, or copy a Document, and make that Document available to other parties in compliance with these Terms. If you change a Document, you must remove all Clara branding and notices from it.
You must not use any part of the Documents for commercial purposes (including charging a fee to use the Documents) without obtaining a licence from us.
You must not use them for any other purpose without our prior written permission.
You must not modify, copy, reverse engineer or otherwise misuse any Form or Document.
You must examine a Document thoroughly before using it.
In this Part B, references to Clara are to:
If you use Clara to incorporate a company or your company accesses services provided by Clara, this section applies to those services and references to the Company are to the company in respect of which Clara provides its services.
Contact: [email protected]
CSP SERVICES
The Company appoints Clara exclusively as its company service provider to provide, or procure the provision of, the following services (CSP Services):
INFORMATION AND DOCUMENTATION
The Company shall promptly submit to Clara such documents and information as are required for:
The Company shall retain its records and supporting documentation in the manner, form and for the periods required under applicable law.
Upon request, the Company shall promptly provide to Clara any information and documentation as Clara deems necessary in relation to the Company or its directors, shareholders, business or source of funds to confirm compliance with applicable law or respond to a request from the registrar of companies.
The Company will notify Clara as soon as practicable and, in any event within three business days, of any changes to any of the following:
Clara will determine whether such change prompts a filing with the registrar of companies, and a fee is payable regarding such additional services.
COMPANY REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to Clara that:
FEES
In consideration of Clara providing the CSP Services to the Company, the Company agrees to pay Clara the fee and all government or registrar of companies fees, in full and clear funds, on the date stated in the invoice issued by Clara to the Company.
The Company also agrees to reimburse Clara for all expenses and disbursements it incurs on behalf of the Company or otherwise in providing the CSP services.
If the Company fails to pay any invoice by the due date for payment, Clara may charge an administration fee, which will be payable on demand by the Company to Clara.
The Company shall be responsible for the payment of any fees and penalties as a result of:
OTHER FILINGS
The Company irrevocably confirms and undertakes that:
INSTRUCTIONS AND NOTICES
In performing the CSP Services, Clara is expressly authorised to rely solely upon instructions, advice or information given by the Clara profile ‘Owner’ (if a platform profile is available) or the Company’s key contact as registered with Clara.
Any notice or communication to be given under these Terms shall be sent [email protected] and, in the case of the Company, to any director, officer, authorised signatory or key contact of the Company or any legal adviser, manager or administrator appointed by the Company.
INDEMNITY
The Company shall indemnify (on a full indemnity basis) and hold harmless Clara (for themselves and on trust and as agents for the benefit of the other Indemnified Persons as defined below), their successors and assigns and their respective directors, officers, employees, agents and partners present and future (together, the Indemnified Persons) and each of them, as the case may be, against all liabilities, obligations, losses, damages, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) which they may incur or be subject to as a result of these Terms in connection with the provision of the CSP Services by Clara, except and to the extent that the same is a result of the fraud or wilful default (as found by a court of competent jurisdiction) of the relevant Indemnified Person and this indemnity shall expressly inure to the benefit of any such person. This indemnity provision shall survive termination of these Terms.
TERMINATION OF CSP SERVICES
Either Clara or the Company may terminate the appointment of Clara under these Terms by giving the other party not less than:
Upon termination of the appointment of Clara under these Terms, the Company shall complete any actions required under applicable law to reflect the termination of the appointment, including updating the Company’s registered office to a location other than that of Clara and notifying the registrar of companies of the termination of appointment (if applicable).
Notwithstanding the reason for termination of the CSP Services, Clara shall not be obligated to provide any full or partial refund or any payments made by or on behalf of the Company or their authorised representative prior to the termination date.
Clara reserves the right to withdraw any nominee services, including but not limited, nominee authorised signatory services, prior to any termination or transfer out process instigated by either Clara or the Company.
PUBLICITY AND INTELLECTUAL PROPERTY
We reserve the right to publicise our role providing the CSP Services to the Company, unless you inform us otherwise in writing. We will forward to you for comment before publication the wording of any information we intend to release. We retain the copyright and other intellectual property rights in our work product but you will have a licence to use and make copies of the documents we prepare for the purposes of the CSP Services but not for other purposes unless otherwise agreed in writing.
COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS
Where Clara knows or suspects that a transaction on behalf of a client involves money laundering, in some jurisdictions, we may be required to make a money laundering disclosure. If this happens, we may not be able to inform you of a disclosure or the reasons for it. We confirm that we are in possession of evidence of your identity in compliance with relevant money laundering legislation, but we may write to you later to ensure that this documentation, and the information to which it relates, is current. You consent to our conducting electronic verification of identity and storing customer due diligence information electronically. To ensure compliance with relevant money laundering legislation we will not accept cash from you.
DISCLOSURE
As a regulated corporate services provider, Clara reserves the right, at any time and without prior notice, to disclose any and all information regarding the Company or any individual associated with the Company as required by law, legal process, or by any regulatory authority, without incurring any liability for such disclosure.
RESTRICTIONS ON ACCESS AND USE
You may not do any of the following, directly or indirectly:
Any content obtained through, exported or created for you by any part of Clara, we hereby grant you with a non-exclusive, non-transferable, non-sublicensable license to use in connection with the ongoing operation of your business.
INTELLECTUAL PROPERTY
All copyright, trademarks and other intellectual property rights in all logos, designs, text, images and other materials on our website are owned by Clara Group Holdings Limited or appear with the permission of the relevant owner. Those works are protected by copyright and trademark laws and treaties worldwide. All such rights are reserved.
Except as expressly provided in these Terms, no part of Clara may be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Clara’s express prior written consent.
You may download publicly-available content on Clara only for your personal, non-commercial use, provided that:
LINKING TO AND FROM OUR WEBSITE
Whilst we retain the right to establish any hyperlinks between our website and any third party website at our discretion, you agree that you will not frame our website on any other website or create any hyperlinks or deep links between it and any third party website without Clara’s express prior written consent.
If you choose to use links displayed on our website, which link to third party websites, you will leave our website (whether or not you realise that you are leaving). Links on our website are provided for your information only and we have no control over the contents of those third-party websites or resources.
We are not responsible for the material on any other website that you enter. To the fullest extent permitted by law, we exclude all liability that may arise in connection with or as a result of such external website material causing any damage, costs, injury, or financial loss of any kind.
USER CONTENT
If you establish an account on Clara, you are responsible for maintaining the confidentiality of your user ID and password and for all activities that occur under your password or user ID.
If you believe that your account, user ID or password has been unlawfully disclosed or there has been a known or possible breach of security, please notify Clara immediately at [email protected].
All personally identifiable information collected from you is governed by our Data & Privacy Protection Policy.
OUR LIABILITY
Whilst we try to ensure that all information on Clara is accurate, no guarantees, representations or warranties are given that the content on our website is accurate, complete, up to date or error free. Use of Clara is at your own risk.
To the fullest extent permitted by law, we hereby expressly exclude:
You may not recover from us, in contract or tort, under statute or otherwise, aggregate damages above the fees paid for the Subscription Services and CSP Services that directly caused the loss in connection with claims arising out of these Terms or otherwise relating to the Subscription Services and CSP Services.
This does not affect our liability which cannot be excluded or limited under applicable law.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, hacking, malicious code or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Clara or to your downloading of any material posted on it, or on any website linked to it.
FORCE MAJEURE
We will not be in breach of these Terms or liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control. Any claim for force majeure does not alleviate the requirement to pay any fees due or require any refund or termination of the Subscription Services or CSP Services.
UPLOADING TO CLARA
Without prejudice to our rights and obligations in relation to your personal information as set out in detail in our Data & Privacy Protection Policy, any material you upload to Clara will be considered strictly confidential.
PRIVACY AND COOKIES
Any personal details we collect from you will only be used in accordance with our Data & Privacy Protection Policy.
By using Clara, you consent to us processing your information in this way and you warrant that all data provided by you is accurate.
We use cookies on our website. For more information about how we use cookies and how to accept, delete or reject them please see our Data & Privacy Protection Policy.
TAXES
You are responsible for paying all other external fees and taxes associated with your use of Clara, wherever imposed. Your responsibility includes withholding tax (if applicable), unless we already process that withholding tax. We may collect geographical information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes. All amounts payable by you to Clara are exclusive of value added or similar tax (VAT). If VAT is chargeable on any supply under these Terms, and on receipt of a valid VAT invoice, you will pay such VAT to Clara.
OUR WEBSITE CHANGES REGULARLY
We aim to update our website regularly and may change the content anytime. If the need arises, we may suspend access to our website, or close it indefinitely. Any material on our website may be out of date at any given time and we are under no obligation to update it.
PARTIAL INVALIDITY
If any provision of these Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms and the validity and enforceability of the other provisions of these Terms shall not be affected.
VARIATION
We may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we have made as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on our website or platform.
GOVERNING LAW AND JURISDICTION
These Terms are governed by, and construed in accordance with, the laws of England and Wales and are subject to the exclusive jurisdiction of the Abu Dhabi Global Market Courts.
YOUR CONCERNS
If you have any queries regarding Clara or the information contained on it, please contact [email protected].
This version was last updated in March 2024
INTRODUCTION
Clara is committed to continually improving our products and services by welcoming feedback from our customers and our stakeholders. This includes maintaining our responsiveness to the needs and concerns of our customers. Complaints are an important way for Clara to be accountable to our customers and provide valuable prompts to review our performance and make the requisite changes to improve in future.
We acknowledge that there will be occasions where we do not meet the expectations of our customers. When this happens, we want to resolve the issues you experience as quickly as possible. This complaints policy outlines our approach to handling and resolving your complaints.
OBJECTIVE
A complaint means a written or verbal communication from a customer about the service, action or error of a Clara employee or consultant (Clara Team) that has affected the customer. This may include a complaint about a delay in service delivery, failure to communicate clearly regarding fees or timelines or difficulties in using Clara’s site or platform.
The primary purpose of this policy is to:
2.1 provide clarity to customers and stakeholders about our complaint resolution process
2.2 ensure complaints are dealt with consistently, fairly and promptly
2.3 capture feedback to improve our services.
HOW TO MAKE A COMPLAINT
Complaints can be made by email to [email protected] or by calling our customer success team on +97144397664.
COMPLAINT HANDLING PROCEDURE
When a complaint is received, the following process will be taken.
4.1 Acknowledgement
You will receive an acknowledgment of your complaint within 2 business days. We will advise you of the person who will be dealing with your complaint (Designated Contact).
4.2 Investigation
The Designated Contact will start a thorough investigation into your complaint and may need to contact you to clarify details or request additional information.
We aim to complete investigations within 10 business days.
4.3 Resolution
Following the investigation, we will inform you of the outcome and our proposed resolution.
If you are not satisfied with our proposed resolution, you can notify the Designated Contact that you would like a review (Escalation).
4.4 Escalation
If you are not satisfied with our proposed resolution of your compliant and you submit a request for review to the Designated Contact, your complaint will be escalated to Clara’s Senior Management for review.
The Senior Manager or Director will assess the situation and provide their findings to you within 10 business days.
Records and confidentiality
5.1 Records of complaints
Clara maintains a Complaints Register for internal purposes to monitor patterns and identify areas for improvement. This is an internal document that is confidential and will not be shared with customers.
Feedback and lessons learned from complaints will be used by Clara to review and improve our services.
5.2 Confidentiality
All complaints will be treated with confidentiality in accordance with applicable data protection laws and Clara’s Terms of Use. This confidentiality duty is subject to any exceptions that might apply and require us to make disclosures to government or government bodies or for any purpose to defend potential or actual legal action against Clara.
COMPLAINT POLICY REVIEW
The Clara Management will review this policy on an annual basis to determine if the policy is being implemented successfully and consider any adjustments required to improve the Company’s response to customer feedback.
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