Exhibit D
Product Specific Terms
These Product Specific Terms form part of the Terms of Service and are hereby incorporated therein. Capitalised terms used but not defined in these Product Specific Terms have the meanings given in the Agreement or, where applicable, in Exhibit B.
1. Clio Payments
1.1 Themis offers an optional product which allows you to process payments and other payment related services (“Clio Payments”). In addition to Services related to Clio Payments provided by Themis, the payment processing component of Clio Payments is provided by the third party authorised payment services provider Stripe Payments Europe Limited or its affiliates (“Payment Processor”). This payment processing is a Third Party Service (as defined below) and is subject to the Stripe Connected Account Agreement including agreements and other documents referred to in such agreement (collectively, the “Payment Processing Agreement”), as modified by the Payment Processor in accordance with the Payment Processing Agreement. By enrolling in and continuing to use Clio Payments, Subscriber agrees to be bound by this Section 1 and the applicable terms of the Payment Processing Agreement.
1.2 Clio Payments are subject to certain fees and surcharges communicated to Subscriber during the enrolment process or from time to time during Subscriber’s subscription term, all of which will appear on the invoices you receive in connection with your use of Clio Payments. As a condition of Themis enabling Clio Payments, Subscriber agrees to provide Themis with accurate and complete information related to Subscriber’s use of Clio Payments and authorizes Themis to share such information and transaction information with the Payment Processor pursuant to our Privacy Policy. Transaction information from payors will be collected for processing of transactions by the Payment Processor in accordance with the Payment Processor’s terms applicable to the payments.
1.3 To the extent permitted by law, Themis may collect any payment obligations Subscriber owes under this Agreement by deducting the corresponding amounts from funds payable to Subscriber arising from the settlement of transactions through Clio Payments. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions or from the bank account registered in the Subscriber’s account. If the settlement amounts are not sufficient to meet Subscriber’s obligations, Themis may charge or debit the bank account or credit card registered in Subscriber’s account for any amounts owed (and you agree to execute such additional directions in writing to permit us to do so, if required). In the event a payment chargeback or dispute occurs, Subscriber may be charged a dispute fee per occurrence by Themis.
1.4 Subscriber is solely responsible for all aspects of its billing practices and client relationships, including but not limited to setting rates, determining billable activities, ensuring accuracy of all billing information, and compliance with all applicable laws and regulations regarding client billing. Themis provides Clio Payments, and any related Service (as applicable), as a tool to facilitate Subscriber’s billing processes but does not review, approve, or take responsibility for Subscriber’s billing practices or content. Subscriber shall indemnify and hold Themis harmless from any claims, disputes, or liabilities arising from Subscriber’s billing practices or client relationships.
1.5 This Section does not permit Themis to debit a Subscriber trust account for any reason. In addition to the amount due, and to the extent permitted under applicable laws, delinquent accounts may be charged fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees, convenience fees, legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest and third party charges. Subscriber hereby explicitly agrees that all communication in relation to delinquent accounts will be made by electronic mail or by phone, at addresses and numbers provided to Themis. Such communication may be made by Themis or by anyone on its behalf, including, but not limited to, a third party collection agent.
1.6 Subscriber will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using Clio Payments.
1.7 Themis may add or subtract payment methods from the Clio Payments Service at any time in its sole discretion. Themis may, at its discretion, automatically enable all available payment methods, and by accepting payments through a payment method, the Subscriber agrees to any of the additional terms and conditions that may be applicable, including those relating to any applicable Third Party Service.
1.8 An Administrator may cancel the use of Clio Payments at any time by visiting here.
2. Web Search
2.1 Themis may offer a feature that, as part of the AI Services, enhances your experience by directly querying publicly available websites to supplement responses drawn from Materials (“Web Search”). Web Search is a feature of the AI Services described in Section 15 of the Terms of Service which this Section supplements and does not limit.
2.2 Web Search can be disabled at the account level by the Administrator via account settings. If Web Search is active, the user can disable Web Search at the individual search conversation level.
2.3 Web Search is performed through one or more of Themis’ subprocessors. A current list of Themis’ subprocessors is available at https://www.clio.com/uk/tos/subprocessors/
2.4 Subprocessors used to provide Web Search may process data in a location other than your jurisdiction or your selected data processing region. You are solely responsible for determining whether such processing is acceptable for your jurisdiction, regulatory, contractual, or professional obligations before enabling or using Web Search.
2.5 When Web Search is enabled and used to generate Output, Themis will identify the applicable results as generated using Web Search, distinct from results drawn from Materials. Themis 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 Themis’ 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.
2.6 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 Materials. Subscriber is solely responsible for ensuring its use of any such site’s content complies with applicable third-party rights.
2.7 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, Subscriber must independently verify any quotation before relying on it.
2.8 Where Output generated using Web Search includes a link, citation, or reference to a source, selecting that link will take you outside of Clio to the third-party website itself. Your 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 the Terms of Service.
3. Grow AI
3.1 Themis offers certain optional AI-powered intake features within Clio Grow, designed to assist Subscriber with prospective-client intake, including automated engagement via website chat, email and (where available) voice (“Grow AI”). Grow AI may include a web chat agent, an email agent, an inbound voice agent, consultation scheduling and automated evaluation of prospective-client information (“Lead Assessment”), and other AI-powered features offered from time to time. Availability of specific Grow AI channels and features, including the voice channel, may vary by country and will be indicated within the Service.
3.2 Grow AI is an AI Service as described in Clause 16 of the Terms of Service, which this Section supplements and does not limit. Information that Grow AI collects from individuals who interact with it, including conversation transcripts and call recordings generated in connection with such interactions, is deemed to be Content for all purposes under the Agreement, notwithstanding the definition of “Content” in Clause 1(e). For the purposes of Exhibit B (Themis Data Protection Addendum for GDPR Compliance), such information constitutes Subscriber Personal Data and Grow AI forms part of the Service.
3.3 Grow AI contains certain Services or features (collectively, “Metered Features“) that may be subject to fees based on Subscriber’s actual usage and certain outcomes (“Usage Fees“), which apply only after Subscriber has activated the Metered Feature and are calculated at the rates communicated by Themis from time to time. Themis will give Subscriber not less than thirty (30) days’ notice of any increase in Usage Fee rates, in accordance with Clause 10.11 of the Terms of Service.
3.4 Themis will invoice Subscriber in arrears for Usage Fees incurred during the preceding billing cycle. Notwithstanding the foregoing, Themis may invoice Subscriber prior to the end of a billing cycle if Usage Fees incurred in that cycle reach a defined minimum threshold amount set by Themis from time to time, and Themis will notify Subscriber of the then applicable invoicing threshold. This Clause 1.4 applies notwithstanding Clause 10 of the Agreement to the extent any inconsistency arises in respect of Usage Fees.
3.5 Certain Metered Features may include functionality allowing Subscriber to view its accrued usage in real time. Where available, this functionality is provided for Subscriber’s convenience only and does not affect Themis’ internal measurements and logs, which remain the definitive record of usage under this Section.
3.6 The voice channel of Grow AI is provided with the assistance of Vapi.ai, a third-party voice service provider engaged by Themis as a Subprocessor under Exhibit B. Themis remains responsible for the acts and omissions of its subcontractors in accordance with Clause 18.1 of the Agreement, and of its Subprocessors in accordance with Section 3.3(b) of Exhibit B. For the avoidance of doubt, this provider is not a Third Party Service for the purposes of Clause 18.4 of the Agreement. The current list of Themis’ Subprocessors is set out in Exhibit C.
3.7 Where Grow AI communicates directly with a prospective client or other individual by chat, email or voice, Themis will design the applicable Grow AI channel so that it discloses in an accessible manner, to that individual, clearly and distinguishably and no later than the time of the first interaction, that the individual is interacting with an artificial intelligence system. That disclosure will be made in the language in which the interaction is conducted. This Section supplements, and does not replace, Subscriber’s obligations under Clause 16 of the Agreement, including in respect of any content Subscriber adds to or configures within Grow AI’s communications.
3.8 Themis will mark Output generated by Grow AI that constitutes synthetic audio, image, video or text content in a machine-readable format and make it detectable as artificially generated or manipulated, to the extent required by Article 50(2) of Regulation (EU) 2024/1689 (the “EU AI Act”). Subscriber will not remove, alter or obscure any such marking, and will not configure Grow AI in a manner that has that effect.
3.9 Where Grow AI answers inbound calls:
(a) Themis will deliver an audible notice at the start of each call, before any audio is captured, recorded or transcribed, stating that the caller is speaking with an artificial intelligence system and that the call may be recorded. Subscriber may not disable this notice.
(b) Subscriber remains responsible for: (i) confirming that the notice and, where applicable, the consent mechanism satisfy the call-recording, consent and confidentiality requirements applicable in each country in which Subscriber practises, and for not enabling the voice channel where they do not; (ii) its own use, retention and disclosure of call recordings and transcripts within the Service; and (iii) any additional notice or consent Subscriber elects to configure.
(c) Subscriber acknowledges that in certain countries the recording of a conversation without the consent of all participants may constitute a criminal offence.
3.10 For the purposes of the EU AI Act, the parties acknowledge that Themis acts as the Provider of Grow AI and Subscriber acts as the Deployer. Those roles reflect the parties’ intended activities and use of Grow AI as described in these Product Specific Terms and remain subject to the activities actually performed by each party and applicable law. Subscriber will not put its name or trademark on Grow AI in a manner that would result in Subscriber being considered a Provider under Article 25(1) of the EU AI Act, will not substantially modify Grow AI or make any change that materially alters its intended purpose, design or performance, and will notify Themis promptly if it considers that it has become a Provider in respect of Grow AI. Themis will make available to Subscriber the information reasonably necessary to enable Subscriber to comply with its obligations as Deployer. Each party is responsible for ensuring a sufficient level of AI literacy among its own personnel in accordance with Article 4 of the EU AI Act and in order to effectively govern the risks and benefits associated with the Grow AI service.
3.11 Grow AI is not intended for use as a high-risk AI system within the meaning of Article 6 of the EU AI Act. Subscriber will not use Grow AI, and will not configure Lead Assessment, to determine an individual’s eligibility for legal aid or for any other essential public assistance benefit or service, or for any other purpose falling within Annex III of the EU AI Act. Grow AI does not perform emotion recognition, biometric categorisation or biometric identification, and Subscriber will not use it for any such purpose.
3.12 Output generated by Grow AI, including transcripts and prospective-client assessments or scores, is AI-generated and may contain errors, inaccuracies or be speculative in nature. Any score, ranking, conflict flag or similar output generated by Lead Assessment is advisory only, is intended to assist Subscriber’s own evaluation of a prospective client, and does not constitute a decision by Themis or an automated decision made on Subscriber’s behalf. Themis will make Lead Assessment output visible to Users and capable of being overridden by them. Subscriber acknowledges and agrees that Grow AI has been designed in order to be effectively overseen by natural persons during the period in which it is in use and further acknowledges and is aware of the risk of automatically relying or over-relying on the output produced by Grow AI, in particular if Grow AI is utilised to provide recommendations for decisions to be taken by natural persons, including the Subscriber. Therefore, Subscriber is responsible for reviewing Lead Assessment output before acting on it, and will ensure that any decision affecting an individual which is informed by that output is taken with meaningful human involvement and is not based solely on automated processing within the meaning of Article 22 of the GDPR.
3.13 Subscriber acknowledges that individuals interacting with Grow AI may disclose personal data of the categories referred to in Articles 9 and 10 of the GDPR, and information subject to legal professional privilege or an equivalent obligation of professional secrecy. Subscriber remains the Controller of such personal data and is responsible for identifying an appropriate lawful basis and any applicable condition under Article 9(2) or Article 10 of the GDPR, and for the notices it provides. Themis will treat such information as Confidential Information in accordance with Clause 4 of the Agreement, and will procure that its Subprocessors engaged in the provision of Grow AI are bound by obligations of confidentiality and professional secrecy in respect of it.
3.14 Where Subscriber deploys the Grow AI chat agent on a website or other online property, Subscriber is responsible for providing the notices, and obtaining the consents, required in respect of any cookies or similar technologies used in connection with that deployment, including under Article 5(3) of Directive 2002/58/EC (the “e-Privacy Directive”) as implemented in each relevant country.
3.15 Themis may suspend, restrict or disable all or any part of Grow AI where Themis reasonably determines that this is necessary to: (a) comply with applicable law, including the EU AI Act as set out above, or (b) a direction or request of a competent regulatory, without any liability.