Clerke.

Terms of Service

Last Updated: May 19, 2026

Clerke is a service of Fileflow Solutions Inc.("Fileflow", "Clerke", "we", "us", or "our"), a corporation incorporated in British Columbia, Canada, operating under the brand name “Clerke.” These Terms of Service govern your use of that service. Read them carefully — by creating an account or using the service, you agree to them.

1. About these Terms

These Terms of Service ("Terms") form a legal agreement between you (the "User" or "you") and Fileflow Solutions Inc. operating as Clerke ("Clerke", "we", "us", or "our"), governing your use of the Clerke service (the "Service") accessed through clerke.io and any related domains.

By creating an account or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

These Terms work together with our Privacy Policy, Subprocessor List, and Security Whitepaper. The Privacy Policy describes how we handle personal information.

2. Eligibility

You must be at least 18 years of age to use the Service.

The Service is currently available only to users in Canada. If you are not in Canada, you may not use the Service.

You represent that the information you provide when creating an account is accurate and that you are authorized to use the Service on behalf of any firm or organization you identify.

3. The Service

Clerke is an AI-assisted minute book review and corporate records platform for British Columbia corporate practice. You upload PDF minute books; Clerke generates structured reports identifying potential compliance and hygiene issues; you verify the findings against the included checklist. Clerke also includes ongoing entity record management, document generation, and in-app document signing.

Clerke is not legal advice. The Service produces analysis intended to support a qualified BC corporate paralegal or lawyer, not to replace one. Reports identify items a careful reviewer would want to investigate. They do not constitute legal advice, do not establish a solicitor-client relationship between you and Clerke, and must not be treated as a final determination of compliance.

You remain professionally responsible for any work you perform or deliver based on a Clerke report. You are responsible for verifying findings, exercising professional judgment, and complying with the obligations of your profession (including obligations under the Law Society of British Columbia's rules and your employer's policies).

4. Your account

You are responsible for:

  • Keeping your account credentials confidential
  • Promptly notifying us of any unauthorized access
  • All activity that occurs under your account
  • Ensuring that your use of the Service complies with your firm's policies and any duties you owe to clients

We may suspend or terminate accounts that are inactive, that we reasonably believe are being used in breach of these Terms, or where we are required to do so by law.

5. Acceptable use

You agree that you will not:

  • Upload content you are not authorized to share with Clerke or its service providers
  • Use the Service to violate any law or any obligation owed to a client, employer, or regulator
  • Attempt to access another user's account or data
  • Reverse engineer, decompile, or attempt to extract the source code or training data of the Service
  • Use the Service to build a competing product, including by scraping output for training another AI model
  • Attempt to bypass usage limits, rate limits, or security controls
  • Upload malware, malicious files, or content unrelated to corporate minute book review
  • Use the Service in a manner that interferes with its operation or with other users' use of it

We may suspend access immediately for serious or repeated breaches of this section.

6. Your content

You retain all rights to the minute books you upload and the reports we generate for you. We do not claim ownership of your content.

You grant Clerke a limited, non-exclusive licence to process your uploaded content solely for the purpose of operating the Service — that is, generating your report, displaying it to you, and supporting your use of the Service. We do not use your content to train AI models. The contractual posture governing our AI provider is described in the Privacy Policy.

You are responsible for having the right to upload the minute books you submit. By uploading content, you represent that you have the necessary authority — for example, that you are a paralegal or lawyer with the necessary authorization from the corporation or its representatives whose minute book you are reviewing.

7. Reports generated by the Service

Reports generated by the Service are made available to you for your professional use. You may use them for any lawful purpose related to your professional practice, including delivering them to your clients.

You acknowledge that:

  • Reports are AI-assisted and may contain errors, omissions, or inaccuracies
  • Reports require human review by a qualified BC corporate paralegal or lawyer before being relied upon
  • The included verification checklist is provided as a working tool; it does not guarantee that a complete review has been performed

You take professional responsibility for any deliverable you produce based on a Clerke report.

8. Fees and billing

If you are on a paid plan, you authorize us to charge the payment method on file through our payment processor (Stripe) for all subscription fees and any usage-based charges.

Subscription fees are billed monthly in advance. Usage-based charges (such as overage fees for additional reviews above your plan's quota) are billed at the end of each billing period.

Taxes.Fees stated for the Service are exclusive of applicable taxes. You are responsible for any sales, use, GST, HST, PST, or similar taxes imposed on the Service, other than taxes based on Clerke's net income. Where Clerke is required to collect tax, it will be added to your invoice.

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. You will retain access until the end of that period.

We do not offer prorated refunds for partial billing periods, except where required by law or where we determine in our discretion that a refund is warranted.

We may change pricing for new subscription periods on at least 30 days' notice. Existing subscriptions continue at their current rate until renewal.

9. Intellectual property

The Service itself — including the software, design, prompts, checklists, and other materials provided by Clerke — is owned by Clerke or its licensors. Nothing in these Terms transfers ownership of any of this to you.

We grant you a limited, non-exclusive, non-transferable licence to use the Service in accordance with these Terms for the duration of your subscription.

10. Confidentiality

We treat the content of your uploads and reports as confidential. We will not access them except as needed to operate the Service, to respond to your support requests, or to comply with legal obligations. Where we do access them for these purposes, the access is logged.

Our Privacy Policy and Security Whitepaper describe these protections in more detail.

11. Suspension and termination

You may terminate your account at any time through the Service or by contacting us. On termination, we will delete your account data in accordance with the retention rules described in the Privacy Policy.

We may suspend or terminate your account if:

  • You materially breach these Terms
  • We are required to do so by law
  • Your continued use creates a risk of harm to Clerke, other users, or third parties
  • Your subscription has lapsed for non-payment, after reasonable notice

We aim to provide notice and a reasonable opportunity to cure where possible. Where the breach involves potential harm or legal risk, we may act without notice.

Data access on termination.When you cancel your subscription, your account remains in read-only mode for 30 days. During this window you can continue to access and download your reports and individual entity documents, and may request a complete export of your entity data by emailing privacy@clerke.io. After 30 days, your account, reports, entity records, and personal information are permanently deleted from Clerke's primary systems, subject only to audit log and billing record retention as described in the Privacy Policy.

If Clerke ceases operations.If we discontinue the Service, we will give active users at least 90 days' advance notice by email and on-platform notification, and will keep user data accessible for download for at least 90 days after the Service is no longer operating, before permanently deleting customer data.

On termination by either side, your access to the Service ends (subject to the read-only window above). Sections of these Terms that by their nature survive termination — including ownership, confidentiality, limitation of liability, indemnification, and governing law — will continue to apply.

12. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available," without warranties of any kind, whether express or implied. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that it will produce results meeting your specific requirements.

Without limiting the foregoing: Clerke does not warrant that any report is complete, accurate, or sufficient for any particular purpose. Reports are AI-assisted analyses requiring professional review. Reliance on a Clerke report without independent professional review is at your own risk.

13. Limitation of liability

To the maximum extent permitted by law:

  • Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility.
  • Clerke's total cumulative liability to you under or in connection with these Terms or the Service, regardless of the legal theory, is limited to the amount you paid Clerke for the Service in the 12 months preceding the event giving rise to the liability.

These limits apply to the fullest extent permitted by law and do not limit liability that cannot lawfully be limited (such as for fraud, gross negligence, or intentional misconduct, where applicable).

14. Indemnification

By Clerke:Clerke will defend you against, and pay any final award arising from, a third-party claim that the Service as provided by Clerke infringes that third party's intellectual property rights, provided you promptly notify us of the claim, give us sole control of the defence and any settlement, and reasonably cooperate. This is Clerke's sole liability and your sole remedy for IP infringement claims.

By you: You will defend Clerke against, and pay any final award arising from, a third-party claim arising out of (a) your breach of these Terms, (b) your misuse of the Service, (c) your upload of content you were not authorized to upload, or (d) any deliverable you produce or provide to a client based on a Clerke report — provided we promptly notify you of the claim, give you sole control of the defence and any settlement, and reasonably cooperate.

The party seeking indemnification will not settle a claim in a way that admits liability on the other party's behalf without the other party's prior written consent.

15. Governing law and jurisdiction

These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws principles.

Any disputes arising under or in connection with these Terms or the Service will be resolved exclusively in the courts of British Columbia, and you and Clerke submit to the personal jurisdiction of those courts.

16. Changes to these Terms

We may update these Terms from time to time. The "Last Updated" date at the top will reflect the most recent change.

For material changes, we will give at least 30 days' notice by email and through a notice in the Service before the change takes effect. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If you do not agree, your remedy is to stop using the Service and cancel your subscription.

Note on operating entity. Clerke is currently operated by Fileflow Solutions Inc. We are in the process of incorporating Clerke Technologies Inc., to which the operation of the Service will be assigned. Notice of that assignment will be given here and through the Service. Your contractual relationship with the operator will transfer by assignment, on the same terms, subject to your right to terminate as described above.

17. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any other documents incorporated by reference, are the entire agreement between you and Clerke about the Service and supersede any prior agreements on the subject.

Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a corporate transaction (such as a merger, acquisition, reorganization, or sale of substantially all assets).

Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in effect.

No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.

No agency. These Terms do not create any partnership, joint venture, agency, or employment relationship between you and Clerke.

Notices. We may give notice to you by email to the address on file or by posting in the Service. You may give notice to us at the email below.

18. Contact

For questions about these Terms:

Email: legal@clerke.io