Transfer from Assemble Document

A questionnaire ("Q&A") is an optional, additional layer on top of an existing document or binder.

The document or binder will then be transferred to a new questionnaire, and this questionnaire will be opened in the Design Q&A mode. You will notice that the main menu at the top of the screen will change accordingly.

A first look at the Design Q&A Mode

Within Design Q&A, you will see the main toolbar at the top of the screen:

1. These four buttons allow you to switch between the three main contexts of the Design Q&A Mode: the File Manager Context, the Options Context, the Editing Context and the Simulation Context.

2. Save the current questionnaire. If the questionnaire was not yet saved before, the main context will be switched to the File Manager Context.

3. Switch the language of the questionnaire.

4. Make invisible text in the underlying document visible or invisible.

5. (only visible in the editing context) Determine how many different panes are visible in the Editing Context, as further explained below

6. Reload the underlying document or binder. This button should only be used when some changes made by you or some other user, are not yet reflected in the preview.

7. (only visible in the editing context) Undo or redo

Panes and their contents

In the Editing Context, you can choose between having a single, two or three different “panes” visible on the screen. Each of these panes can show one of the following types of contents, as determined by the blue button in the upper left corner of the screen:

A typical setup is to use two panes: at the left side the document/binder preview pane, and at the right side the cards or changes pane. This allows you to scroll through the underlying document or binder, while tweaking the cards or changes at the right side.

When a questionnaire becomes more complicated, it could become interesting to use three panes at once. Three panes will then be shown side-by-side. Of course, this can only work comfortably when your monitor is sufficiently wide — you'll not enjoy this on a 13-inch laptop screen!

Document assembly mode vs. Q&A mode

Clause9 offers two different modes to create legal documents. Typically you will first start in the document assembly mode (Assemble Document menu), where you will either start from scratch or from an existing template, interactively stacking and swapping building blocks, changing data and changing legal terminology to arrive at a new document.

The second mode (the Q&A mode) builds on the document created in the first mode, and presents a list of interactive questions to users. Using the answers given by the users, the underlying document is then interactively filled and modified where necessary.

Due to the deliberate constraints imposed by the questions & answers, interactive templates built using the Q&A mode can allow anyone — even users completely unfamiliar with the legal domain — to quickly create a document in an environment that offers legal guidance through user-friendly questions & answers.

Workflow overview

While the Q&A mode and the document assembly mode are separate modes, they are strongly connected with each other.

As explained above, you build a questionnaire on top of a document created earlier in the document assembly mode. However, the other way around is also possible: you can send a document created in the Q&A mode to the document assembly mode.

For example, once a business user has provided answers, legal experts can also transfer the filled-in template back to the document assembly mode, to apply further customisations that were not allowed in the constrained Q&A mode.

In practice: transfer from Assemble Document to Design Q&A

The document or binder will then be transferred to a new questionnaire, and this questionnaire will be opened in the Design Q&A mode. You will notice that the main menu at the top of the screen will change accordingly.

In practice: transfer from a Q&A to Assemble Document

The questionnaire's document will then be transferred to the Assemble document mode, where you can change it however you like. Or even send that modified document once again to the Design Q&A mode to create a new questionnaire.

Clause9 is an advanced legal document drafting platform designed to improve the contract drafting process. Clause9 rests on three pillars:

1. Improving your organisation’s contract drafting knowledge management by centrally storing intelligent clauses and templates in a library.

2. Increasing contract drafting efficiency by quickly stacking intelligent clauses on top of each other while Clause9 takes care of all the clean-up work.

3. Outsourcing contract creation via template questionnaires.

When you start working with Clause9, you first need to upload clauses to the platform. You can do this individually per clause, or by importing them from a Microsoft Word document. At that stage, you can choose the desired level of intelligence you wish to add to the clauses. Examples include:

• Creating defined terminology and setting up cross-references via concepts

• Indicating variable fields of information

• Adding conditions

• Introducing grammatical flexibility

• And much more!

There are three levels to Clause9 clause libraries:

• an organisation-wide library that is accessible to every user of the customer’s company / law firm, even if some users may not have editing rights

• a group-based library for, for example, different departments or cross-departmental practice groups that can only be seen and accessed by members of the group

• a private library that is only accessible to an individual user

Deciding how to structure your clause libraries and where to put your clauses is a strategy that will have to be decided at administrator-level. The following is a list of important questions that need to be asked at the outset in that regard:

• Who will have the responsibility to vet clauses that enter the organisation-wide library or group-wide library?

• Who will be given which access rights? Can everyone access and edit? Or are editing rights limited to a group of more experienced users?

It is important to assign the proper roles to the right people so that the entire organisation is aligned on how to use Clause9.

Writing conditional text

Enabling/disabling clauses

Conditional text tip

Creating a link to a Q&A

Adding conditions to a question

Repeating lists in a Q&A

Change placeholders

Change terminology

We offer a library of sample clauses that illustrate how the various features of Clause9 can be used.

Access to this library is protected. You can access it by:

• Navigating to Assemble document.

• Clicking on the Help menu.

• Clicking on Clause samples.

• And finally clicking on the hyperlink that appears at the bottom of the screen.

Binder basics

An important factor is how to shape the content of your clauses. This consideration essentially comes down to the question whether you will primarily use the Q&A mode or the Assemble Document mode for the document.

If you are primarily using Q&A mode to highly automate several key documents that are used by business users, it is generally good practice to provide a high level of intelligence for individual clauses in the form of clause- and text enabling conditions so that you can switch between alternative clauses and sentences at the click of a button. Since the focus for your organisation is more on the (business) users using your questionnaires, only the advanced users maintaining and updating the clauses need to be able to interact with the clauses “under the hood”.

If the emphasis of your organisation’s use of Clause9 is on Assemble Document mode, then you should focus on creating and structuring clauses in a way that they are very easy to interact with. This means limiting the amount of interactions you can do with a given clause, as normal users will typically assume that, when inserting a clause, what they see is what they get. You may also want to prioritise assignment of attributes more than you would under the Q&A approach, as more users are working with the individual clauses.

For example: say you want to create two alternatives of a pricing clause: one needs to just show the price of the product, the other needs to state that the price is listed in an annex to the contract.

The text of the clause listing the price could be:

The Product shall be priced at [insert price here].

The text of the clause referring to the pricing annex could then be:

The price for the Product shall be as established in the price list as attached to this Contract.

With the Q&A-focused approach, you would want to put the two sentences in the same clause, separated by a condition that triggers one sentence or the other. Without going into too much detail on the Clause9 grammar just yet, conceptually, that could look something like this:

If the answer to the question “where is the product price listed?” equals “contract”, show the following sentence: The Product shall be priced at [insert price here]. If the answer to the question “where is the product price listed?” equals “annex”, show the following sentence: The price for the Product shall be as established in the price list as attached to this Contract.

In the Assemble Document-focused approach, you would want to make two separate clauses and link them together as alternatives using the “links” functionality that each clause has. This allows users to quickly switch between available alternatives at the click of a button.

Cross-references general

Cross-references to another document in a binder

Internal snippets

External snippets

Tables - general

Advanced tables

Introduction to concepts

Managing concepts and datafields

Datafield labels

Using datafield predefines

Repeating list datafields

Data-expressions

Basics of styling

Page styling

Locale styling

Reference styling

Special functions - general

Singular and plural special functions

Party introduction clause

Signature blocks

Adding clauses

• if nothing is selected, the new item will be inserted at the end of the document

• if a clause is selected, then:

  • the new item will be inserted below the currently selected clause

  • if Shift is held the new item will be inserted as the last sub-clause of the selected clause

  • if Alt is held (Option on Mac) the new item will be inserted above the currently selected clause

You can deselect a clause by either clicking the space between two clauses, or by clicking above the first or below the last clause.

Removes all the selected clauses from the document.

Note that this action will not delete the (library) clauses themselves from the library. The only exception is when an ad hoc clause is removed from a document. This will effectively delete the ad hoc clause itself as well because it does not exist as a separate clause in the library.

These buttons cut, copy and paste the selected clause from Clause9's clipboard from/into the current document.

• In Clause9, you can only increase the level of a clause if some other clause precedes it, which can then become an ancestor clause. In Microsoft Word, you can increase the indentation level of any paragraph.

• In Microsoft Word, increasing the indent inherently causes the left margin to increase. In Clause9, it will depend on the document styling whether or not the left margin will increase. In other words, please be aware that if styling applies that does not increase the left margin between paragraph levels, increasing or decreasing the clause level will not cause any visual differences.

  • You can, however, check whether a clause is a descendant of some other clause, by selecting the presumed ancestor clause — selecting a clause in Clause9 will automatically select descendant clauses as well.

Moves the selected clauses above or below their neighbours.

Shows / hides the clause’s numbering.

Shows / hides the clause’s title.

Allows you to export the document to an MS Word file (DOCX), PDF file, text on the clipboard (copy), or email. There are many options you can configure.

This recalculates the already-available content. This may sometimes become necessary when some updates are not immediately reflected, although generally this is not needed. Please contact us when you notice that you repetitively need to press this button in order to reflect certain changes, because using this option should be fairly exceptional.

The shortcut for recalculating contents is Shift-Ctrl-E.

Recalculate contents does not work the same way as reload contents (available in the Visibility settings & actions menu).

• Reload contents re-fetches the entire document, and all its clauses, from the server, and then recalculates the entire document. This is roughly similar to closing the document and re-opening it again. This should only be used on rare occasions, e.g. when you know that a colleague has changed a clause in his/her own browser, and you want to fetch those changes.

• Recalculate contents does not load any contents from the server, and merely recalculates the already available content.

See the dedicated article on the menu with visibility settings and actions. This menu is opened by clicking the button in the top right hand corner.

Clause9 provides many options when exporting documents, available from the Document Toolbar:

Type of export

Clause9 currently supports the following export formats:

It is possible that exporting a document as an email attachment is not possible in your orgnanisation’s network due to security settings. Please contact your administrator if you are having problems exporting a document in this manner.

Export options

Exporting translations

ClauseBase allows you to export a multi-language document into two or more columns.

The typical use case is a situation where one of the parties to a contract does not understand the main language of the contract — for example in an employment context with a foreign employee, or in situations where for regulatory reasons a contract needs to have a different language than the parties’ language.

You can export multiple languages by checking one or two additional languages besides the currently active language. Optionally, you can then also configure:

• When borders is checked, borders will be inserted in between the columns.

• When landscape rotation is checked, the page will always be rotated towards landscape, irrespective of the current page style settings. In most cases, this will be preferred for legibility reasons.

In exceptional cases — typically the signature boxes — you may want to export a specific clause in a single language only, instead of being printed in two different columns. If such is desired, then select the clause in question and under advanced check don’t translate in multi-language output. (If you are the clause author and would like this single-output to be the default, then check the identically named option under the clause’s custom styling). In the example below, you can see that the signature table is only printed once (with the employee’s signature at the left side and the employer’s signature at the right side). After all, if this document would actually get signed, then it would make little sense to have a cramped, two-column table at the left side and an identically cramped table at the right side.

Export comments

If this option is selected, all legal comments will be printed in the document, through MS Word’s comments functionality.

Export with … changes

The document should be saved at least once before this option will be visible.

This setting configures whether any changes vis-à-vis the original template should be shown in the output.

• export with no changes is the default: no changes will be visible at all

• export with changes will export a single file, with changes visible through MS Word’s markup feature (track changes)

• export with changes & without changes will export two files (combined in a ZIP file): one with no changes visible (aka the “clean version”), and another with the changes visible

• export with changes in PDF & version without changes will also export two files (combined a ZIP) file, but will force the version with changes to always be outputted as PDF. This option will be equal to the previous option when you would choose PDF as the output format, i.e. when you would press the button.

Apply protection

This setting allows you to define whether the outputted MS Word file should receive some sort of protection.

• Do not apply protection in .docx is the default: anyone can edit the file, without restrictions, and without any change tracking

• Do not allow changes: will not allow any changes to be made to the MS Word file without the password

• Allow only comments: only allows comments to be made (no other types of edits) without the password

• Only allow completing forms: allows you to protect a document, with the exception of certain forms that can still be filled out. This functionality is enabled through the use of the textbox special functions

• Enforce tracking of changes: allows all edit operations to be made, but will always track those changes (i.e., without the password, it will not be possible for the receiver of the file to turn off track changes in MS Word)

A clause hierarchy is a file type that contains a set of clauses in a fixed structure. Clause hierarchies can come in handy when you want one clause with its different levels of subclauses to be available in your clause library as one set. Users can then insert the hierarchy with one single click instead of having to find each individual clause and inserting each one separately.

Except for the special locking & unlocking mechanisms described below, a clause hierarchy acts like any regular set of clauses when it comes to numbering, cross-references, layout, and so on.

Clause hierarchies can even be nested within other clause hierarchies, any level deep. They can therefore constitute an interesting alternative to using subdocuments, e.g. because subdocuments inherently start on a new page and restart their numbering by default (except if Restart numbering is turned off in the page styling).

Creating a clause hierarchy

The end result is that you created a library clause (or, rather, a hierarchy of clauses) and that your current selection will be replaced by a reference to that library clause.

Within Browse files, you can see that hierarchies have a special icon, to indicate that they're actually a stack of clauses bundled together.

How to use a clause hierarchy

After inserting the hierarchy in a document, it will be easily recognisable as a clause hierarchy by the frame surrounding the hierarchy and the lock symbol.

Selecting a clause hierarchy

The frame around the hierarchy can be clicked to select the clause hierarchy. When selected, the clause hierarchy can be moved in its entirety using the arrow buttons in the document toolbar. Make sure you have actually selected the entire hierarchy and not just the parent clause inside the hierarchy.

Lock / unlock

Clause hierarchies – when first inserted – are locked. The fact that the hierarchy is “locked” means the structure of the hierarchy cannot be changed. That means the relative positions of the clauses part of the hierarchy cannot be changed. While changes can still be made to the content and other properties of any library clause, ad hoc clauses cannot be changed. This is due to the fact that the ad hoc clause is tied to the hierarchy itself, while a library clause exists independent of the hierarchy.

After unlocking, ad hoc clauses can be edited and the structure of the clauses inside the hierarchy can be freely changed.

Editing clause hierarchies

You can edit an existing clause hierarchy as follows:

• First unlock the hierarchy by clicking on the lock-icon.

• Make relevant changes to the structure (e.g., by adding/removing clauses, changing their order or indentation etc.).

• Select the top-clause again.

• You will notice that the hierarchy gets its lock-icon again after the save.

Note that Clause9 will not automatically update existing instances of the clause hierarchies in currently opened documents. You will therefore have to close & reopen documents and Q&As that make use of the clause hierarchy that was updated.

Clause9 offers a special mode — called “Focus Mode” — that optimizes your workflow for dealing with a complex clause in Assemble Document.

Activating Focus Mode

You will notice that the the focus-button will get highlighted, and that several other tools will become unavailable on the screen.

Submodes

• Preview Submode shows you a preview of your clause, similar to what you normally see at the left side in Assemble Document.

• Raw Submode shows an alternative version of the “raw” content of your clause, roughly similar to what you normally see in the editor at the right side, but with a few changes optimized to deal with complex clauses.

Datafields

Even better is that you can play what-if scenarios by temporarily changing the datafields. Any change you make here, will be lost when you exit focus mode. This means that you assign new values, remove values, etc. to see the impact on your clause, without “really” changing the datafields.

Concept-labels

As is the case with the datafields, any changes you make are merely temporarily. Once you leave Focus Mode, your concept-labels will return to their previous state.

Preview Submode

Preview Submode displays how your clause will look like, similar to how it is typically displayed at the left side when using Assemble Document in Normal (non-focus) Mode.

Compared to Normal Mode, however, the Preview Submode will display changes to your clause a few milliseconds after you made them at the right side — no need to save your clause! This level of interactivity allows you to really “play” with complex clauses without any delays at all.

Raw Submode

In Raw Submode, the “raw” contents of your clause will be shown at the left side.

At first sight, this Submode may seem to offer almost no advantages over what you see on the right side. However, read on to see why the first impression is wrong.

Tracing your clause

Raw Submode offers you the ability to “trace” parts of your raw clause, so you quickly know which parts are disabled.

In the screenshot above, you will note that some parts are displayed much lighter than others — those parts are currently disabled due to certain conditions not being met.

For example, in the screenshot above, you can immediately see in the third line that the word transferable is disabled. When you then click on any of these words, you get the following explanation:

Integrated view

Another reason to use the Raw Submode, is that it offers an “integrated” view of your raw clause.

For example, have a look at the sample clause below:

• the left side shows the “final” version, with all snippets being integrated into a coherent text

• the right side shows the editor, in which the external snippet #object-of-the-license and internal snippet ALPHA are visible, but not “integrated”.

The Raw Submode offers you an integrated view of the raw text, that allows you to understand how Clause9 “sees” your text when combining everything:

You can see that both snippets (surrounded by a subtle grey border) are fully expanded, so you can check whether this was indeed the integration result you were looking for. This will be particularly interesting when dealing with placeholders, where things can quickly get so complex that you lose track of the clause:

Isolating snippets

When creating complex clauses that contain internal or external snippets, it can often help to isolate a particular snippet. You can do so by clicking on the isolation buttons that will appear automatically when you are using the preview mode, and a clause contains at least one internal or external snippet:

Full (normal view):

Isolated view:

Besides merely removing distractions, the snippet isolation mode also allows you to understand how the software interprets a particular snippet. Have a look at the following examples, and notice how the software shows you at the left side that the result of a certain snippet is a number, date, condition, text snippet, etc.

This information can be particularly useful when you do not understand why a certain snippet does not “behave” correctly. For example, the software interprets the following snippet ALPHA as an “expression” of 5 augmented by 4, i.e. the number 9. Accordingly, you could use this result for further calculations, as shown in the second screenshot:

Assigning placeholders

When placeholders are used in isolation mode, you can temporarily assign a value to those placeholders by clicking the green button:

Spell checks

Due to technical limitations in modern browsers, it's not possible to activate the spell check mode everywhere. However, we have activated the browser's spell check within the Focus mode.

When you click within the clause's preview field, you will see the typical red underlining in potentially misspelled words.

Refreshing

• Insert images

Clause9 allows you to generate a large amount of documents based on a single intelligent template created in either Assemble Document or Q&A mode.

To do so, you can request Clause9 to generate an Excel sheet containing all the questions (or, if in Assemble Documents, the datafields) present in the document template. Each row in that Excel sheet represents a separate document being generated.

Bulk creation in Assemble Document mode

To download this Excel sheet directly from Clause9, open the document you want to bulk generate and navigate to the datafields menu. From there, click “bulk” on the right-hand side of the screen and then click “Excel with datafields for bulk generation”.

This will trigger the download of an Excel sheet. Once you have filled the Excel sheet out with all the necessary information, click “Excel to generate document in bulk” to upload it to Clause9 and receive a ZIP file containing the separate documents in the format (PDF or DOCX) of your choice.

Bulk creation in Q&A mode

In Q&A mode, a Bulk export button will be visible in the rightmost button of the export dropdown button in the toolbar.

When you choose Bulk export, the following dialog box will be presented:

Some ground rules

When you create the Excel sheet, you will see that Clause9 alphabetically orders the information that needs to be filled out based on (1) the alphabetical order of the concepts to which the individual datafields belong and (2) the order of the datafields in each concept.

You are free to play around with this structure — e.g. assign different fonts or colors —, provided you follow the ground rules below:

• You can remove row 1 containing the concept (or card) to which the questions or datafields belong.

• Row 2 (containing the question titles or datafield names) should however always be present, either as the first or as the second row. You are allowed to rephrase it — however, for currency-based datafields, the cell should somewhere mention the currency between parentheses (e.g., “(EUR)” or “(USD)”).

• You will notice in the screenshot that row 3 is hidden. That row should not be removed or altered, as it contains the internal datafield number, that will be used by the software to match input with each datafield.

• You can change the order of the columns in any way you like (the datafields of a concept should not necessarily stay together, as they are matched on the basis of the hidden datafield number in hidden row 3).

• You can include a second Excel worksheet in the document explaining how the information should be filled out. However, the first worksheet should always contain the datafields themselves, so make sure any additional information is included in the second or subsequent worksheet.

• You can remove certain columns (i.e.: datafields) if you do not want them to be filled out. This will cause that information to simply be omitted from the final documents, but does not prevent the documents from being generated.

• You can add comments to a cell to assist users in filling out the Excel sheet. These will have no effect on the final output from Clause9.

• You can add an optional filename in the very last column (coloured in black & white); if such filename is not included, a default one (using an incrementing number) will be added by the software . Do not add the filename extension (.PDF or .DOCX), because that extension will be automatically generated.

Predefined values

For text, number and currency fields/questions, the software will present the user the predefined values at the bottom of row 2 in the Excel file. (For example, in the screenshot above, predefined values Belgian, Dutch and French are mentioned in column A.)

If no predefines are defined at the level of the question (or if the export is done from Assemble Document), the predefined values of the datafield within the concepts will be taken.

Datafield types

In the file pane of the Assemble Document operations panel, you can save the document you are making in a location of your choosing, or save a new copy of a document that was already saved elsewhere.

This pane will only be visible if you are editing a clause (or e.g. a concept) inside the Assemble Document mode, for example after creating a new library or ad hoc clause or after having double clicked an existing clause in the document.

In this tab, you can edit a clause or concept the same way you would in the Browse Files mode.

This page describes how to insert images in the body text of a document, through the special grammar of Clause9.

You can upload .PNG or .JPG image files, but also .PDF files. The image files can be directly inserted as part of the header or footer of the page styling. The PDF files can be used for different purposes (including pages before/after the main content, inserting graphics-heavy headers/footers, including watermaks, etc). This is not further discussed here.

First step: uploading the image

Images are just another type of file that you can create in the file system, similar to how clauses, documents, binders and concepts are also files.

• Give the image a descriptive File name.

• Perform the actual upload under the Upload tab. Both .PNG and .JPG file types are accepted.

Second step: including an image in a clause

You can insert the image in a clause by use the @image(file) special function, optionally complemented by one or more optional additional parameters.

• The file-parameter is one of the following

  • a hashtag and a reference to the image-file, similar to how you would refer to a #concept (i.e., the software will invite you to specify which file you are actually referring to)

  • a URL (enclosed in single or double quotes)

  • a text datafield containing a URL (e.g., #corporate-logo^url)

  • a text datafield containing the image data itself, uploaded through an “image” question in the Q&A

• The optional parameters can be one of the following:

  • maximum width/height

  • maximum width/height, border-width and color

  • width, height

  • width, height, border-width and color

• To be used as follows:

  • the maximum width, width, height and border width can be expressed in centimeters (“cm”), millimeters (“mm”), inches (“i), points (“pt”) or pixels (“px”). If no unit type is specified, then pixels will be assumed

  • the maximum width/height refers to one measurement, which will be used to determine either the maximum width (if the image is wider than high) or the maximum height (if the image is higher than wide)

    • for example, a 10cm x 5cm image will be scaled down to 6cm x 3cm when using @image(#some-file, 6cm)

  • the color should be expressed in the so-called “hex” format, a set of six characters — many software programs and color pickers will show you this format when selecting a color, alternatively you can use a website such as www.color-hex.com or www.w3schools.com/colors/colors_picker.asp

    • alternatively, you can also use one of the following human-readable colors: black, grey, gray, white, salmon, red, pink, orange, gold, yellow, lavender, violet, fuchsia, purple, green, olive, teal, cyan, blue, navy, brown or maroon

    • don’t forget to enclose the color in quotes!

Examples

• @image(#cb-logo)

• @image(#cb-logo, 3cm)

• @image(#cb-logo, 280px, 160px)

• @image(#cb-logo, 3cm, 4pt, "black")

• @image(#cb-logo, 3cm, 4pt, "#ff6666")

The right part of the Assemble Document mode (next to the document preview on the left) is the operations panel. In this panel, you can edit and further customize the document. This article contains a short explanation of each of the tabs of the operations panel.

File

Under the file tab, you can save the document you are making in a location of your choosing, or save a copy of a document that was already saved elsewhere.

Edit

This tab will only be visible if you are editing a clause (or e.g. a concept) inside the Assemble Document mode, for example after creating a new library or ad hoc clause or after having double clicked an existing clause in the document.

In this tab, you can edit a clause or concept the same way you would in the Browse Files mode.

Document

Under the document tab, you can edit various properties of the document itself.

Binder

Please refer to the article on the binder pane for more information.

Search

In the search tab, you can look for a clause based on its title or contents. The results can be filtered based on attributes, the location of the clause or any links the clauses contain.

Browse

The “browse” tab works in much the same way as the Browse Files page does. The main differences are that:

• you can add a clause directly to your document

• you cannot create, edit or move files when in the Assemble Document mode (you can create new folders, however)

Terms

In the Terms pane, you will be shown an overview of all concepts used in the active document.

You can click on each term to change the concept label tied to that concept. Additionally, you can change the definitions of each concept.

Datafields

Under the Datafields pane (also called the Data dashboard), you get an overview of all datafields used in the active document.

Styling

In the styling pane, the custom styling of the document (not any selected clause) can be adapted or removed. Please refer to the styling pane for more information.

Advanced

The advanced pane is only visible when a clause is selected. It allows you to specify the layout of specific instances of a clause, and to configure other advanced options relating to clauses.

Mirror

In the mirror pane, you can see another view of the active document or binder. In addition, the top slider enables you to hide certain levels of the document hierarchy. Setting it to “1” will only show the top level clauses. “2” will also show the first level of subclauses, “3” the next level, etc.

This feature can provide you with a handy higher level overview of the document or binder you are editing.

Under the document tab, you can edit various properties of the document itself.

Document title

Table of contents (TOC)

Clause9 can automatically generate a table of contents in the exported document. You can choose how many levels such table of contents has…

… and also indicate where the TOC should be inserted:

Document properties

Clicking the Properties button

will open the document’s properties as a separate item under the edit tab. Here, you can adjust the file name, description, category, attributes, links, conditions for enabling the document (for use in binders), legal comments, custom styling (which is the same as editing the document’s styling under the styling tab) and access rights.

Document mapping

Mapping is a feature that gives you more flexibility in using clauses and makes clauses more re-usable. Specifically, document mapping is used to re-map entire concepts or specific datafields used in an entire document to other concepts or datafields in that document.

For example, suppose we are making a commercial agency agreement with two parties: the principal and the agent. The document contains three concepts: principal, agent and agreement.

Let’s say we need a governing law clause. This clause is already available in our library, but specifically made for a share purchase agreement. The clause makes use of the concepts “buyer” and “seller”:

This will result in the following text: “The Buyer and the Seller agree that this Agreement will be governed by Belgian law.”

Using mapping, we can ensure that in this document only, the concepts buyer and seller are replaced by principal and agent by mapping from buyer to principal and from seller to agent as follows:

Click the Mapping button.

You will see this:

Mapping datafields works in exactly the same way, but only maps a specific datafield to another.

Instead of the “document” button in the operations panel, binders will replace this with a “binder” button, which looks like this when opening a new, empty binder:

In this menu, you can insert new or existing documents, rearrange their order and provide them with short titles for easy referencing (e.g.: “Annex 1” or “Pricing Schedule”).

Managing documents

Adding an existing document

Uploading an existing document lets you choose a document from your library to insert into the binder. Inserting a new document occurs in exactly the same way as you would create a new document outside the context of a binder. When you insert an existing document into a binder, you are essentially creating a copy of that document that communicates with the original document but does not communicate back to it. For example: if you switch the order of a few clauses in the original document, those changes will be reflected in the binder. If you do the same in the binder, those changes will not be reflected in the original document. For important adjustments to be made to the base document, it is therefore recommended to do this outside the context of the binder.

Adding a new document

However, if you would eventually want to re-use this document either as an independent standalone document or as an existing document in another binder, you can save the document as an independent document by clicking the relevant option here:

Titles & numbers of subdocuments

As usual, numbering can easily get quite complex within legal documents, due to a mix of inherent complexity and limitations in MS Word. The numbering of subdocuments is no different, but Clause9 offers multiple approaches to cope with situations.

In what follows, we go deliberately quite deep into this subject, so you can completely understand what's going on, and also know how to maintain the resulting DOCX files after they have been generated by Clause9.

Basics

Essentially, when creating a cross-reference, MS Word requires you to either target an automatically numbered paragraph, or to target some bookmark. Both approaches have advantages and disadvantages

• Bookmarks around title paragraphs have the advantage that they're more flexible. They have the disadvantage that it takes more knowledge and time to assign such bookmark to document titles once you're maintaining your MS Word file after it was generated by Clause9. Bookmarks also have the disadvantage that you have to create two separate bookmarks in MS Word (one around the number of the document title, one around its body text) when you want to sometimes refer to just the number of the document's title, and sometimes to both the number and the text of the document's title.

• Automatically numbered paragraphs can be created using MS Word styles that are assigned to title paragraphs. This approach works well when the automatic numbering system is not too difficult — which may not always be the case, e.g. when Annexes & Schedules have complex or strange numbering requirements for historical reasons. They have the advantage of being easy to assign in MS Word to document title paragraphs.

Clause9's approach is designed around the possibilities of MS Word for cross-references of automatically numbered titles. By default, Clause9 uses the bookmarking system. The automatic numbering system is an optional setting that can be activated, as described below.

Practical example

Let's take a simple example and use it to explain the different options that are available, as well as the rationale behind Clause9's title/numbering approach.

Standard approach in Clause9

Suppose we have a simple binder with three subdocuments: a main body and two annexes.

Clause9 will automatically create bookmarks around each of the three subdocument titles. You can see these bookmarks when going to the Bookmarks option in the Insert tabsheet of the MS Word ribbon. (The bookmark names are deducted from the crosstags or the short/long titles assigned to a subdocument in the binder configuration, but MS Word constrains which characters can be used inside of the bookmark names.)

Inside of MS Word, you can create a cross-reference to a bookmark by going to the Reference tabsheet of the MS Word ribbon, clicking on Cross-reference and then choosing "Bookmark" in the upper-left corner of the dialog box that appears.

Inside of this dialog box, you can then choose the relevant target subdocument and hit the Insert button at the bottom of the dialog box. This will insert a clickable cross-reference to the target subdocument; in its default configuration, MS Word displays such cross-references in light grey on the screen.

When you would change the wording of the title of the subdocument, the cross-reference will automatically change when you update the cross-references (e.g., by printing the document, or by selecting everything and then hitting either F9 on your keyboard or right-clicking and choosing Update Field).

Automatic numbering approach in Clause9

In the example above, the numbers of the subdocuments were hardcoded, i.e. the author typed in the 1 in "Annex 1 - Pricing" and the 2 in "Annex 2 - Technical configuration".

This is fine when the numbering of your subdocuments is known in advance. However, Clause9 can also automatically assign numbers to subdocuments. You can do so by inserting curly braces within the Full title / Short title of subdocuments in the binder configuration.

Clause9 will then automatically assign a number to each subdocument — e.g., skipping the number of a subdocument that happens to be disabled due to some condition not being met.

Within the curly braces, you can insert up to two special numbers — either the number "1", or the capital roman letter "I", or the capital letter "A". In addition, you can add any other characters or symbols you would wish, e.g. a period or parenthesis. This way, you can add multiple types of subdocuments, with up to two levels of completely automatically generated numbers. For example, you could create the following configuration:

• Annex {1} - Pricing in general

• Annex {1.1} - Hardware pricing

• Annex {1.1} - Software pricing

• Schedule {A} - Technical details

• Schedule {A} - Contact details

• Schedule {A.1} - Emergency contacts

• Annex {1} - Security

This will create the following subdocument titles:

• Annex 1 - Pricing in general

• Annex 1.1 - Hardware pricing

• Annex 1.2 - Software pricing

• Schedule A - Technical details

• Schedule B - Contact details

• Schedule B.1 - Emergency contacts

• Annex 2 - Security

Another example:

• Annex {(1)} - Pricing

• Schedule {1°,1} - Hardware pricing

• Form {#A} - Contact details

• Form {#A} - Emergency contacts

• Docket {"I"} - Security configuration

• Docket {"I"} - Security requirements

• Subdocket {I.A} - Security requirements for Windows

• Subdocket {I.A} - Security requirements for Mac

will result in:

• Annex (1) - Pricing

• Schedule 1°,1 - Hardware pricing

• Form #A - Contact details

• Form #B - Emergency contacts

• Docket "I" - Security configuration

• Docket "II" - Security requirements

• Subdocket II.A - Security requirements for Windows

• Subdocket II.B - Security requirements for Mac

Default approach in Clause9

The downside of the bookmark-based cross-referencing approach is that the entire text of the target paragraph — e.g., Annex 1 - Pricing — will always be inserted as such in the cross-reference.

This is probably OK with short titles such as "Pricing", but may be less desirable when the subdocument's title is long — e.g., Schedule 23 - Technical configuration of the customer's custom configuration — because this entire title will get repeated every time you insert a cross-reference towards the subdocument. Many legal professionals will instead want to refer to subdocuments by only their number — e.g. "Annex 1" or "Schedule 23".

Unfortunately, there is no possibility in MS Word to create a cross-reference with a caption that differs from the target paragraph. This is also the reason why the sample binder we created above, will contain plain text for short cross-references:

If you would instead switch to long cross-references, the DOCX file will include bookmark-based cross-references, because such is technically possible with MS Word:

Using its default settings, Clause9 will only create bookmark-based cross-references towards subdocument titles when you are using the full-title cross-references (or when the full title happens to be identical to the short title). When, instead, the full title and short title would differ from each other and you are inserting short-title cross-references to a subdocument, plain text will be inserted in the DOCX-file.

The underlying reason is that the bookmark-based approach would simply not work in the DOCX-file for short-title cross-references, as the target paragraph (i.e., the subdocument title) would contain different text. If you don't like this setting, you should enable the automatically numbered Word-styles for subdocument titles, as explained in the next section.

Automatically numbered Word-styles for subdocument titles

Clause9 offers another solution: automatically numbered subdocument title paragraphs.

You can activate this through the checkbox Use automatically numbered Word-styles for subdocument titles, situated below the subdocuments in the Binder:

When you activate this mode, Clause9 will use custom subdocument MS Word title styles with automatically assigned numbers (i.e. with curly braces) in the generated DOCX file. It will create such a style for each of the subdocuments for which you insert automatic numbers through curly braces {...} inside of the binder settings.

Clause9 will automatically split the full title into a numbering section (everything from the start of the full title up to the closing curly brace) and into the body text (everything from the closing curly brace up to the end). For example, if you would enter Annex {1} - Hardware pricing, then (if the annex would be third one) the short title would for example be Annex 3, while the long title would be Annex 3 - Hardware pricing. The entire short title will then be used as the numbering configuration in the custom numbering setup in MS Word for the subdocument.

Clause9's only requirement is that the "prefix" (i.e., what comes before the opening curly brace) remains the same across subdocuments with the same numbering format between the curly braces. If you don't respect this, you will get a warning, because your DOCX-file will then get strange numbering as a result, due to the limitations of MS Word:

For example, if we would use the following settings in our sample binder...

... then the resulting MS Word file would look as follows:

... with the subdocument titles having a special MS Word style called "Annex title" assigned to them, which contains an automatically generated number.

Clause9 will create custom subdocument-title-styles for each combination of subdocument with automatic numbering (i.e., with curly braces). For example, when the following full titles would be used:

• Annex {(1)} - Pricing

• Schedule {1°,1} - Hardware pricing

• Form {#A} - Contact details

• Form {#A} - Emergency contacts

• Docket {"I"} - Security configuration

• Docket {"I"} - Security requirements

• Subdocket {I.A} - Security requirements for Windows

• Subdocket {I.A} - Security requirements for Mac

Then the following subdocument-title-styles are created in MS Word. They will all have the same formatting, but differ in their numbering:

• A generic "Document title" and "Subdocument title" (not numbered)

• Annex Title, with automatic numbering "Annex (1)", "Annex (2)", "Annex (3)", etc.

  • Schedule Title, with automatic numbering "Schedule 1°.A,", "Schedule 1°.B", etc. Note that its first (decimal) number is retrieved from the parent subdocument-title-style Annex Title.

• Docket Title, with automatic numbering "Docket I", "Docket II", "Docket III", etc.

  • Subdocket Title, with automatic numbering "Subdocket I.A,", "Subdocket I.B", etc. Note that its first (upper Roman) number is retrieved from the parent subdocument-title-style Docket Title.

• Form Title, with automatic numbering "Forma A", "Form B", "Form C", etc.

Full title v. short title cross-references

Conversely, when inserting cross-references, Clause9 can use either the full-title text or the short-title text.

You can configure whether to use full-title cross references or instead short-title cross-references, by changing the setting Referring to another document in a binder in the References styling:

This setting simultaneously configures the cross-references for referring to clauses in other subdocuments, and referrenting to other subdocuments as such. As explained in the ?-popup, if you use the placeholder "SHORT-DOCTITLE", then short-title cross-references will be used by default; if instead you use the placeholder LONG-DOCTITLE, then long-title cross-references will be used.

You can however manually override the default setting per cross-reference, by wrapping your cross-reference in a @long-ref or @short-ref. For example, if the cross-references styling would default to short-title cross-references, then cross-references like the following...

... will contain the short-title text in the resulting DOCX-file:

Conversely, when you would wrap the cross-references in a @long-ref...

... then the resulting DOCX-file will use full-title references (which usually will become true bookmarks):

Using custom subdocument titles

Usually you want to enable the Print title checkbox for subdocuments, as this causes Clause9 to automatically generate a subdocument title as the first paragraph of each subdocument.

However, there are situations where you do not want this behaviour, e.g. if you want to subject the entire subdocument's title to some condition, or if you want to dynamically control the text of the title.

In such scenario, you must disable the Print title checkbox, and instead format some clause with a Custom styling for which the Format as document title setting is enabled.

ClauseBuddy will then render this clause with the same MS Word style as the subdocument titles for which Print title is enabled.

As explained by the info-popup, the clause will get an automatically calculated number if all the following conditions are met:

• you format the clause as a document-title

• you enabled Use automatically numbered Word-styles for subdocument titles in the binder-settings for the subdocument in which the clause is situated

• the clause happens to be the first in the subdocument

Limitations & caveats

Because Clause9 is limited by what is possible in MS Word, you should be aware of a few surprises:

• When you enable Export subdocuments as separate files, a binder will be exported as a bundle of separate DOCX/PDF files. Because it's not possible to create bookmarks towards paragraphs in other files, Clause9 will use plain text cross-references when you refer to other subdocuments.

• When you are using a binder for which Use automatically numbered Word-styles for subdocument titles is enabled:

  • If you insert cross-references towards an automatically numbered subdocument , then Clause9 must insert two cross-references next to each other: one towards the number of the target subdocument title, and and one with the text of that subdocument title. You should be aware that MS Word sometimes inserts a double space, or drops a period in such situations.

  • If you include a cross-reference towards a subdocument for which Print title is not enabled, and there's no clause present (& enabled as per its conditions) in that subdocument for which Format as document-title is enabled, then your subdocument-numbering will become erroneous, because MS Word's numbering for the subdocuments will depend on having exactly one paragraph in each subdocument that is formatted with the special MS Word style for that subdocument title. Clause9 will however warn you for this situation in the binder-configuration.

In the search tab, you can search for files. While the interface can be used in a very straightforward manner, it actually contains quite a lot of power.

Searching using keywords

When you first arrive at the search pane, it will invite you to search using keywords:

For example, you could look for files containing the word affiliate by simply entering that word in the content box. Clause9 will then not only retrieve files that contain that exact word — in the file name, or in the clause title or clause body — but also:

• Files that have differently capitalised versions of that word — e.g. searching for house will also find files that contain the word House or HOUSE.

• Files that have unaccented versions of that word — e.g., searching for repeter in French will also find files that contain répéter, and vice versa.

• Files that contain synonyms of #concepts. For example, if you have a concept #vendor and have assigned it the concept labels vendor, supplier, seller and retailer in English, then searching for any of these words will return clauses that contain the concept #vendor.

• Files that contain alternative forms of that word, depending on the language. For example, when searching for affiliates in English, or contrats in French, the platform will also find files using the singular versions affiliate and contract, respectively.

Using multiple keywords

When you use a keyword that is used in many different clauses — e.g., liability — you may get a lot of unwanted results. Clause9 provides several tools to narrow down your search results:

• Clause9 When you type multiple words, Clause9 will only show files that contain all of these words. For example, searching for liability damage will only show files that contain both the word liability and the word damage.

• You can exclude clauses that contain a certain word by putting a hyphen in front of that word. For example, searching for liability -damage will only show files that contain the word liability, but not the word damage.

• You can put double quotes around words to make sure they are found next to each other. For example, while searching for liability damage would also find files where the word liability and damage are twenty-five words apart from each other, searching for "liability damage" (with quotes) will only find files where those two words are near each other. (Note that unimportant stop words between them would be ignored — for example, a file containing the three words liability the damage, in that order, would also be found, because the will be ignored.)

Advanced word searches

As described above, Clause9 will optimise your keyword searches by searching for word variations and synonyms, replacing concepts with synonyms, dropping words that have little significance (such as articles), etc. Usually this smart behaviour is exactly what you want, but there are situations where you want to search without these optimisations.

By choosing bare search in the dropdown box at the right (instead of a regular language such as English) Clause9 will perform an advanced search:

• Your search input is taken “as is”, i.e. without any optimisations. Any character you type — even a quote, curly brace, angular bracket, etc. — will need to be present exactly “as is” in the clause in order to be found.

• Your search is performed across all languages at once.

• Clause9 will not only search within the filename and (for a clause) title and body, but also in the legal comments, description and enabled condition.

• You can combine multiple queries using the operators _AND_ / _OR_ / _NOT_.

• You can use the % operator in your input to leave out certain characters. For example, searching for optimi%ation would not only find files with the word optimization (US spelling), but also files with the word optimisation (UK spelling). Be aware that the number of characters that is dropped is unlimited, so this may also find files containing optimise the efficiency of the organisation.

This is particularly interesting when you want to search for the special Clause9 grammar — e.g. special @functions that were used, or certain curly braces { … } or conditions. For example, if you want to search for all clauses containing @assigned and #vendor — even if only used in the enabled condition — you could do a bare search on @assigned _AND_ #vendor

Searching for attributes

For example, when searching for confidentiality clauses using the generic keyword confidentiality, it could be useful to filter on the attribute mutual? to only show mutual confidentiality clauses.

Note that when you add multiple attributes, they must be simultaneously met in order for a clause to show up in the results list.

Searching in specific locations

Searching for specific file types

Searching for links

Adding a search result to your document

If you have found a relevant clause, you will obviously want to insert it into your document.

• The purple plus icon adds the clause to your document with the title visible.

Clicking these plus signs will show a drop-down menu that lets you choose where the clause will be inserted. If you have not selected a clause, only the following choices will be visible:

However, having selected a clause in the document on the left side gives you more options:

Versions to show

Note that this checkbox has no effect on clauses that are not yet versioned.

Saving searches

Showing additional information about search results

Warnings & tips

• For performance reasons, Clause9 currently limits the number of search results to 50. Please be aware that it can be unpredictable which files get truncated from the result list.

• Sometimes keyword searches are simply not the right search tool — particularly when you are using fairly general keywords that are used in many different clauses. Considering browsing for clauses instead: digging through a subject-based taxonomy is often more in line with how legal experts “think” about certain clauses.

The “browse” pane works in much the same way as the Browse Files page does. The main differences are that:

• you can add a clause directly to your document

• you cannot create, edit or move files when in the Assemble Document mode (you can create new folders, however)

In the styling pane, the custom styling of the entire document or binder (i.e., not a specific clause) can be adapted or removed.

Using this pane, you can quickly apply custom stylings, either on the basis of a predefined styling template, or using some completely customised settting.

For example, the following document is currently shown in in its base state, without any custom styles:

If you then apply one of the style templates that were predefined by the customer’s administrator (in casu the Colorful template), the result will be as follows, with a single click of a button.

This pane is only visible when a clause is selected. As an exception to the other tabs of the Assemble Document mode, the actions in this tab only apply to the selected clause.

Layout

Make clause invisible

Show clause title?

This checkbox will be hidden when no title is available in the selected clause.

Hide all numbering

Force headings (numbers) into bullets

For example, if the body of a clause contains:

then enabling this setting will cause this clause’s instance to appear as if the following had been written instead:

This possibility is particularly useful to foster the reusability of a clause.

Show as left column of the next clause

• In the MS Word output, you will notice that a single-row table with two 50% width cells will be created.

• Within Clause9, the two clauses will be shown next to each other with a red dotted line in between.

Start clause on a new page

This setting is similar to what is achieved (for all clause instances) with the “page break before” setting in the custom styling > text flow settings of each paragraph part of the edit pane.

Custom styling

Here you can edit if and how the numbering and title of the selected clause is being shown, make sure the clause is being shown as the left column of the clause that follows, make sure a new page is started before the selected clause, add custom styling to the title and/or body parts of the selected clause etc.

Repeat clause

In the layout subtab you can also make sure a clause is repeated. The drop-down list under “repeat clause” will show a list of all “list of texts”, “number” or “repeating list” types of datafields included in the document.

The clause will then be shown as many times as the number of items contained in the selected datafield. If, for example, the datafield “name” of the concept “party” is a repeating list that is selected under “repeat clause”, and three items were inserted into “name”, the clause will be shown three times.

Typical use cases for this functionality are party description clauses and signature blocks which can be repeated for as many times as there are parties (i.e. items entered into a repeating list datafield under the concept of your choice).

Don’t translate in multi-language output

This checkbox is only relevant when a document is exported in multiple languages at once. It allows you to specify that a certain clause should not be translated in such case, and should instead span across the different columns of the page.

This is typically only relevant for signature boxes in multi-language documents that actually get signed by the parties. Obviously, in such a scenario, the signature boxes should not be translated.

Mapping

Under the terms tab, you will be shown an overview of all concepts used in the active document.

Concept labels

Clicking the term itself enables you to change the concept label tied to that concept. You can:

Definitions

Definitions are separate file types which can be created in the Browse Files mode and linked to concepts. These will be shown in the document if you insert a definition list.

Under the datafields pane (also called the data dashboard), you get an overview of all datafields used in the active document, grouped by default by:

• the concepts to which the datafields are connected; and

• the categories to which the different concepts belong.

Each datafield that does not have a value assigned yet, will have an icon showing the type of the datafield and may be assigned a color by the creator of the datafield (dark grey is the default color).

• When you click on a datafield that does not yet have a value, a default value will be assigned to it. You can then modify the value anyway you like.

• When some value is assigned to a datafield, you can click on the label of the datafield to scroll to and highlight the first clause where this value is currently used in the document/binder.

Options

When clicking on this icon (located in the top left corner of the Data dashboard), you will be shown a popup-menu that enables you to toggle the following options:

• toggle grouping of datafields by category

• toggle showing of datafields without a value assigned

• clear all datafields

• save and reload the values currently assigned to the datafields as a standard set

• select one of the saved sets of datafield values (cf. previous bullet)

• copying and pasting datafield values

When this option is enabled, Clause9 will include all datafields that are mentioned somewhere in a clause. When this options is disabled (the default), Clause9 will only include datafields that are actually currently used.

Toggling this option will show/hide datafields that act as clause enablers, i.e. datafields used in the “enabled?” condition of a clause.

Toggling this option will show/hide datafields that act as text enablers, i.e. datafields used within conditions that are used in the title or body text of clauses to show/hide parts of a clause.

Toggling this option will show/hide datafields that do not act as clause or text enablers.

For example, if the body of a clause contains the following text: Alpha #contract^value beta, then #contract^value will qualify as “other” datafield.

This button — only visible for advanced users — brings you to a mode where you can interact with (and prepare for) the Clause9 API, e.g. by inspecting the datafields present in the document.

Saving values in the data dashboard

When the document is saved, all values that have been entered in the data dashboard will be saved as well. This has three important consequences to keep in mind:

• When you close and re-open the document, those values will still be there.

• If the document is used in one or more binders, those values will also be used in that binder unless another value was assigned to that datafield in the binder.

• Any Q&As attached to that document will also implicitly have that value assigned for the relevant datafield.

Mirror

In the mirror pane, you can see another view of the active document or binder. In addition, the top slider enables you to hide certain levels of the document hierarchy. Setting it to “1” will only show the top level clauses. “2” will also show the first level of subclauses, “3” the next level, etc.

This feature can provide you with a handy higher level overview of the document or binder you are editing.

Actions

Browse to selected clause

If a clause is selected, clicking this button will bring you to the location of the relevant clause (in your clause library) in the Browse pane of the operations panel.

Send to Q&A

(Assuming you have the right to create Q&As) this button will be enabled as soon as you have saved your document at least once. It sends the document (including any inputs to datafields) to the Design Q&A mode.

Reload contents

Reload contents re-fetches the entire document, and all its clauses, from the server, and then recalculates the entire document. This is roughly similar to closing the document and re-opening it again. This should only be used on rare occasions, e.g. when you know that a colleague has changed a clause in his/her own browser, and you want to fetch those changes.

The difference with recalculate contents (part of the document toolbar) is that recalculate contents (Ctrl-Shift-E) does not load any contents from the server, and merely recalculates the already-available content in your browser.

Compare with previous state

Clicking this button will show what changes your last action (adding/removing a clause, changing a datafield,…) has made in the document in a manner that is similar to the track changes view in Microsoft Word. This view can also be triggered by holding the Alt-key (Option-key on the Mac) and clicking inside the document.

Visibility

Invisible clauses

Enabled by default. Toggles whether invisible clauses are shown (in red strikethrough) in your document. Invisible clauses are clauses that are included in the document but that will not be visible in any export because the conditions for their visibility (included in its Enabled? property) have not been fulfilled, or because their “ancestor clauses” are not visible.

Invisible text (due to shrinking)

Disabled by default. Toggles whether any text is visible (with a dark blue background) that is not currently visible because the shrinking level is set too high.

Reporting mode of document

Disabled by default. Toggles the reporting mode that may hide or modify the contents of certain clauses to present a different — often shorter — view of the document.

Clause comments

Clause datafields indicator

Enabled by default. Toggles the visibility of the light blue vertical bar shown to the left of certain clauses.

Clause shrinking opportunities

Clause alternatives

Performance

The performance subsection contains settings that can be disabled to improve the speed of working in Clause9 with very large documents.

Only render visible text in large document

Enabled by default, you should probably only ever change this if you are working with very long documents.

Calculate clause numbering

Enabled by default. Toggles whether Clause9 always recalculates the numbering of clauses on-the-fly. When disabled, clause numbering will not be automatically adapted when inserting, removing, enabling or disabling clauses or when changing the position of clauses.

Probably the only situation in which you want to disable this setting, is when you are in the process of bulk inserting clauses in a very long document, and the actual numbering/cross-referencing/definitions are not relevant to you at that point in time.

Calculate cross-references

Enabled by default. Toggles whether Clause9 (re)calculates any cross-references inside the document/binder. See the technical details above to understand why this (re)calculation may take time, and when you may occasionally want to disable this setting.

Calculate definitions

Enabled by default. Toggles whether Clause9 automatically recalculates the definition list. See the technical details above to understand why this (re)calculation may take time, and when you may occasionally want to disable this setting.

In traditional documents, you can insert a definition list as a separate clause by automatically generating it using the document toolbar.

However, such functionality is often not enough:

• In binders, you may run into the situation of having certain defined terms in one document and other defined terms in another.

• In some jurisdictions, it is customary to have “local” definition lists containing only those terms that are present in a specific clause.

Clause9 allows this kind of flexibility: for each definition list, you can define the scope and interactions with any other definitions lists present in the document/binder. To tweak these options, you should simply select the definition list, and visit the Advanced menu at the right side of your screen.

These eight (!) different options should allow you sufficient flexibility to meet all your definition needs!

Clicking the toggle button to the left will allow you to customize this option. You can choose to write “DOCTITLE” or “SHORT-DOCTITLE” to choose whether the full title of the document is used or a short title (as you will remember: you have the option to define both these kinds of titles in the “binder” menu of the operations panel). Depending on your choice you could for example choose to refer to an article from a different document with in the same binder as:

• “article 2 of Schedule 2”; or

• “article 2 of Schedule 2 – Pricing details of the Services”.

Binders are bundles of single documents that follow the same styling, terminology, definitions, etc. (binders typically take the form of a a main agreement with several annexes attached to it, like a master services agreement with a number of statements of work or a share purchase agreement with schedules attached to it).

You will quickly note that binders are virtually identical to documents in the way that they are presented in the document toolbar and the operations pane. For example, the “terms” and “datafield” menu of the operations panel function in the exact same way for binders as they do for documents.

How to manage (existing and new) documents in a binder is described more in detail here.

Documents and binders can have many properties similar to clauses.

• File name — Allows you to set the file name of the document or binder file, optionally in multiple languages. Similar to the file names you would use on your Windows pc or Mac, file names should not be too long, to allow users to quickly glance over lists of files.

• Description — An optional pane that allows you to provide a description of a file. Users typically store either a summary of the document, and/or store practical guidelines on how to use the document — e.g. how this file is different from another file. This content can later be searched on. Unlike file names, there is no real limit to the length of the description you can provide.

• Attributes — Allows you to assign various attributes to the document, to make it easier for users to check whether the document is appropriate for their purposes.

• Links — Allows you to create relationships between files. For example, if a document is an implementation of a certain concept, that is a link you would make here. This pane can also be used to create cross-references.

• Enabled? — Allows you to define conditions to define when the document will be visible or invisible in a binder.

• Legal comment — Allows you to create comments for the users of the document.

• Custom styling — Allows you to define custom styling for this document which will be applied each time this clause is used. This page configures the same settings as the styling pane in the Assemble Document mode. Please use with caution: see our tips on the use of styling for more information.

• Access rights — Allows you to manually determine who the owner of a file will be (if you want to designate someone other than yourself) who will then have editing rights over this file. You can also determine access rights for everyone except the owner.

• Cross-tags — Another way (other than using links to clauses implementing a certain concept) to create cross-references within the document/binder. For more information, see Cross-references.

When working in a binder, you may notice that some (or all) of the documents making up the binder contain a lock symbol.

Locked documents

The lock symbol means the document is currently locked, i.e. that its structure cannot be changed. While the document is locked, the following actions are disabled:

• Inserting clauses in the document

• Removing clauses in the document

• Re-ordering clauses in the document

• Increasing or decreasing clause indentation

• Enabling or disabling numbering or clause title

• Editing any "Advanced" settings of a clause in the document

Unlocking

Documents can be unlocked by clicking the lock symbol itself. However, unlocking a document must not be done lightly!

A binder is a collection of documents. Those documents can both be existing documents and documents created specifically for the binder.

Existing documents exist separately and can be updated. An existing document that has been included in a binder (without unlocking and changing it) will follow any changes made to the ‘original’ document. This is, of course, the preferred situation as any changes to the original template are also made to any binders where this template has been included.

Unlocking a document in a binder and then changing the structure (i.e. taking any of the actions listed above) removes that link. That means that as soon as the document included in a binder is changed, that document will no longer be linked to the original document and any changes brought to it will not be reflected in the document included in the binder.

What can still be changed in a locked document?

A document being locked does not mean it becomes entirely unusable. On the contrary. All of the following (and more) is still possible:

• changing datafields

• changing terms & definitions

• exporting to pdf/docx/e-mail

• changing the document title

• changing styling (on the level of the binder)

• change the locked document’s properties, such as:

  • custom styling

  • enabled? conditions

  • links

  • cross-tags

• editing the content & properties of library clauses used in the document

• etc.

When you create a Binder — i.e., a collection of individual subdocuments — the question arises how each subdocument should be shown when there are discrepancies between the styling settings of the Binder and the styling settings of one or more subdocuments.

Clause9 assumes that the subdocuments of a Binder will generally have to look similar, and therefore takes the following approach:

• Only page-related styling settings can be different between subdocuments. This, for example, allows you to have subdocuments that have different headers, footers or numbers of columns.

  • For those page-related styling settings, the settings of the Binder will serve as the starting point for each subdocument, and will be complemented by the specific page-settings of each subdocument.

  • Note that the document-title is not considered part of the page-related styling settings, even though its setting is listed under “page”.

• All other styling settings (including the document title) will be identical across all individual subdocuments of a Binder.To determine which styling setting will take precedence, the following rules are used:

  • the Binder’s setting for a specific styling element will always take precedence

  • if the Binder does not contain a setting for this styling element, the main subdocument’s setting will be taken

  • if neither the Binder nor the main subdocument contains a setting for the styling element, the default styling for the user (perhaps determined by central customer or group styling settings) will be used.

Example

• The Binder contains a setting for the base left spacing (10 mm) and for the center header (“dummy center binder heading”).

• The main subdocument contains a setting for the base left spacing (20mm), font name (Courier) and color (green), as well as a left header setting (“dummy main left heading”) and center heading (“main subdocument center heading”).

• The second subdocument contains a setting for the base font name (Impact), as well as a left header setting (“dummy second left heading”). Its number of columns in the page-settings is set to 3, and its page orientation is landscape.

• The third subdocument contains a setting for the base font size (12pt), as well as a left header setting (“dummy third left heading”).

• No customer or group styling settings apply.

This will result in the following document:

• Base left spacing: 10mm (the Binder takes precedence over the main subdocument’s 20mm left spacing).

• The base font used everywhere will be Courier: this is the value taken from the main subdocument (font Impact specified in the second subdocument is ignored).

• The color of the base font will be green (taken from the main subdocument, and not overridden by any of the other subdocuments).

• The base font size will be 10pt, i.e. the system default size, because neither the Binder nor the main subdocuments specify the font size. Note that the 12pt size of the third subdocument is ignored.

• Center heading: “dummy center binder heading” (taken from the Binder) for the second and third subdocument, because they do not contain a center heading themselves. The center heading for the main subdocument will be “main subdocument center heading”.

• The left header setting will be different for each subdocument, because this is a setting that can be different between subdocuments.

• The number of columns will be one (default) for the main subdocument and third subdocument, but three for the second subdocument.

• The page orientation will be portrait for the main subdocument and third subdocument, but landscape for the second subdocument.

• All settings that are not mentioned, will be taken from a combination of the customer’s setting, group settings, user settings, etc.

• Make a subdocument in a binder conditional

There might be circumstances where the presence of a certain subdocument should be conditional. There are two main ways to achieve this:

• Via conditional logic in the enabled? field of a document itself.

• Via the “Disable subdocument” change set in Q&A mode.

1. Via conditional logic

Inserting condition logic into a document is very similar to how you would approach this for a clause. Navigate to binder > properties and click on the subdocument that shall be made conditional.

A new file pops up in the Edit menu, which is where the properties of the subdocument are changed. In the enabled? pane, the file can be enabled or disabled based on a certain condition.

You could use a general condition like #share-transfer-agreement^consent-letter-applicable = true to activate or deactive the Annex Form of Consent Letter (see screenshot above). Just fill it out, hit save and the datafield for this condition should be visible under the “Datafields” menu.

You could also make the inclusion of a subdocument conditional on whether or not a clause is included in the binder somewhere (i.e.: whether a concept or cross-tag has been implemented). Thus, we need to use the special function @implemented to create this condition. For example:

• To make a document conditional on the inclusion of a clause that implements the concept of #confidential-information, use @implemented(#confidential-information)

• To make a document conditional on the inclusion of a clause that has a crosstag by the name of “confidential-information”, use @implemented(confidential-information)

For a more detailed overview of cross-references, please consult this article and this How To.

2. Via change set in Q&A mode

Then, simply choose the document that needs to be disabled under a given circumstance and attach a condition to this change set to activate or deactivate the document in question.

For more information on how to attach conditions to change sets, check out this article.

3. Comparison

When choosing your preferred approach, the main thing you should be concerned with is whether you need flexibility or clarity:

• Flexibility: choose the Q&A approach. You will not encumber your documents with conditions that lock them into a specific legal nuance, meaning you can reuse them in different situations in Document Assembly mode later on.

• Clarity: choose the conditional logic approach. You will disable this document to all potential inappropriate use and lock it into one specific legal nuance.

What are clauses?

As a clause in any real life contract, a clause in Clause9 is a text fragment that can be re-used in other documents. However, a well written Clause9 clause is much more flexible and dynamic: when it is re-used in any number of different contexts, it will adapt itself to its context without having to amend the actual text.

Not all Clause9 clauses contain only text. A Clause9 clause can also be made into a signature block, a table, a clause can contain images, etc.

Breakdown of clause information

When you create a new clause, you are presented with several options to provide information about it (see the column on the right-hand side in the image above). Below, we go over each pane.

• File name — The pane currently shown by the screenshot. It allows you to set the file name of the clause file, optionally in multiple languages. Similar to the file names you would use on your Windows pc or Mac, file names should not be too long, to allow users to quickly glance over lists of files.

• Content title — Allows you to create a (sub)title for the clause, optionally in multiple languages. When users insert the clause into a document, they can choose whether or not to show the title.

• Content body — Here is where the text of the clause itself should be inserted, optionally in multiple languages.

• Description — An optional pane that allows you to provide a description of a file. Users typically store either a summary of the clause, and/or store practical guidelines on how to use the clause — e.g., in which types of documents this file should be used, or how this file is different from another file. This content can later be searched on. Unlike file names, there is no real limit to the length of the description you can provide.

• Attributes — Allows you to assign various attributes to the clause, to make it easier for users to check whether the clause is appropriate for their document.

• Links — Allows you to create relationships between files. For example, if a clause contains a definition for a certain concept, that is a link you would make here. This pane can also be used to create cross-references.

• Enabled? — Allows you to define conditions to define when the clause will be visible or invisible in a document.

• Legal comment — Allows you to create comments for the users of the clause. The comment will be shown in the Assemble Document mode as an information symbol next to the clause which, when the mouse pointer is hovered over the symbol, shows the content of the legal comment.

• Reporting — Here the text which is shown in the reporting mode should be entered.

• Position — Allows you to define a place where the clause should – ideally – be used in a document. When inserting the clause in the document, this location will be suggested to the user.

• Custom styling — Allows you to define custom styling for this clause which will be applied each time this clause is used. Please use with caution: see our tips on the use of styling for more information.

• Action button — Allows you to create a button which will be shown below the clause when using it in a document. Can be used as a shortcut to a folder, as a dropdown list of clauses or to execute a saved search.

• Access rights — Allows you to manually determine who the owner of a file will be (if you want to designate someone other than yourself) who will then have editing rights over this file. You can also determine access rights for everyone except the owner.

• Cross-tags — Another way (other than using links to clauses implementing a certain concept) to create cross-references within the document. For more information, see Cross-references.

This page explains how to structure your clause, i.e. how to use clause numbering, blank lines, bullets, etc. This page does not go into styling of headings/paragraph numbering and bullets, which is explained elsewhere.

Numbering

Paragraphs

Any new clause will automatically include a default paragraph number (1.) in its content body. The number 1. denotes the first numbered paragraph. Similarly, the next numbered paragraph would have to be numbered 2. and so on.

The period is essential, as a number alone (without a period) will not trigger a new numbered paragraph.

It is best practice to always start new paragraphs with paragraph numbering. Users of your clause can still choose to disable numbering by clicking the numbering button in the Document Toolbar. Conversely, if there are no numbered paragraphs numbering cannot be enabled by users of the clause.

The actual number a paragraph will receive is influenced by its position inside the document. A clause with three numbered paragraphs can, for example, be numbered 2.2, 2.3 and 2.4 if it was inserted (without a title) as subclause of clause 2 that has a single paragraph. Or it could be numbered 2.1.1, 2.1.2 and 2.1.3 if it was inserted as a subclause to the first paragraph of clause 2.

Subparagraph

A clause can contain subparagraphs as well. This is done by adding an additional number to the number of the main paragraph number, i.e. the first subparagraph to the first numbered paragraph would be numbered 1.1., the second subparagraph would be numbered 1.2. etc.

If you want to return to the original paragraph level after your subparagraphs (i.e. without starting a new numbered paragraph), you have to re-enter the original paragraph’s numbering. An example:

1. This is the first paragraph.

1.1. This is the first subparagraph to the first paragraph.

1.2. This is the second subparagraph to the first paragraph.

1. This text will be back on the level of the first paragraph (without new numbering).

2. This is the second paragraph.

This results in the following output — notice the second-to-last paragraph!

Blank lines

A blank line can be inserted by entering two returns (i.e. hitting the Enter-key twice). One return does not suffice: Clause9 will ignore this and show the text as if there was no return present. Conversely, more than two consecutive returns will be ignored as well. Still only one blank line will be shown in that case.

Blank lines can be used to start a new subparagraph that should never be numbered (as absent the paragraph number, no number can ever be attributed in Clause9).

Line breaks

A line break can be inserted in Clause9 by typing %%. The text after %% will be started on a new line. A line break ut will not start a new paragraph, similar to how line breaks work (“soft returns”) work in Microsoft Word. Multiple consecutive line breaks can be inserted.

Bullets

Regular bullets

Normal paragraph numbering can be replaced by bullets. Instead of entering a paragraph number (e.g. 1.), start the paragraph with an asterisk *.

Similar to subparagraphs, sub-bullets can be inserted as well by adding an additional asterisk, i.e. ** for sub-bullets to the first level of bullets.

The numbering of bullets (in accordance with the enumeration styling settings) will continue until a new heading or (sub)paragraph is encountered. It will therefore be the case that two clauses (on the same level) which only contain bullets will be numbered continuously, e.g. (a), (b), (c) — if that would be the styling chosen in the enumeration styling settings.

Forcing enumeration with “and” or “or”

You can force bullets (inserted by using the asterisks mentioned above) into an enumerated list using “and” or “or” before the final bullet. This is done by inserting * AND or * OR (as applicable) on a separate line before the first bullet. For example:

1. This list will be shown with an "and" before the final item:

* AND

* apple

* banana

* cucumber

Results in:

This enumeration will follow enumeration styling settings.

Paragraphs without a number or bullet

Paragraphs without a number or bullet will be inserted with the same indentation as the closest preceding numbered/bulleted paragraph. For example:

1. I like the following fruits:

* apple

in particular the Jonagold variety

* banana

* cucumber

except outside of the main season

will be printed as follows:

If in this example you want to add another line that needs to “jump back” to the indentation of the first number (“1. I like the following fruits:”), instead of the indentation of the last bullet, then you need to repeat the paragraph number you want to match it to. For example:

1. I like the following fruits:

* apple

* banana

* cucumber

1. except when I am in the mood for vegetables.

will be printed as:

Or yet another example:

1. Alpha

1.1 Beta

Gamma will be printed at the indentation level of beta

1.1.1 Delta

Epsilon will be printed at the indentation level of delta

1.1 Zeta will be printed at the indentation level of beta

1. Eta will be printed at the indentation level of alpha

will be printed as:

Comments

For truly complex clauses, it can be helpful to insert comments that describe what you are doing, or why you took a certain approach. (While things may seem very obvious at the moment you are drafting it, you would be surprised how non-obvious it may be for the person who comes after — or for yourself, 6 months in the future!)

You can insert such comments by preceding a paragraph with a double forward slash:

The comment will be completely ignored by the software, so you can basically write anything you want in there.

Issue at stake

When inserting predefined values in a datafield or predefined answers in a Q&A question, it can be very tempting to use wording that can be inserted as such in the text of a document. For example, when a transport contract allows a delivery to be made in three different countries, you would be tempted to use the name of those three countries as the predefined value/answer.

This is not problematic when drafting a short, single-language document where the names of those three countries are only inserted into one specific clause. However, this approach has several drawbacks:

• In a multi-lingual document, you would have to use predefined values/answers per language, because the names of the countries differ per language.

• Writing condition statements in the body text of a clause becomes much more complex, because the conditions would change per language. For example, {#country^name = "United Kingdom": ... | "Germany": ... } becomes {#country^name = "Royaume-Uni": ... | "Allemagne": ... } in French.

• Writing enabled-conditions for a clause becomes almost impossible in a multi-lingual context, because enabled-conditions can only be drafted for a single language.

• Even in a single-language context, writing conditions becomes much more error-prone, because of the length and complexity of the names. For example, the likelihood of misspelling Czechoslovakia (French: Tchécoslovaquie) is quite high. Also, different variations of country names are used — for example, should you use “the Netherlands” or instead “Netherlands” ?

• With long values, reading condition statements becomes much harder because the condition part can get quite long.

• Managing small changes becomes much harder and error-prone.

  For example, assume that a transport contract allows the user to choose between normal delivery and premium delivery. The text that needs to be inserted into the document would then be either “delivery in accordance with the national carriers’ service levels” and “two-day guaranteed delivery at a premium rate”.

  Now assume that the delivery term is lowered to one-day delivery. Suddenly you will have to manually search for every occurrence of the text parts above, and manually change them — not only in the clauses, but potentially also in (conditions within the) Q&A.

• Text fragments cannot contain any conditions, concept-labels or datafields. Accordingly, those text fragments will not reflect changes in styling, concepts, datafields contents, etc.

Solution

The solution is to use codes instead of text fragments, optionally paired with labels and text snippets.

For example, in the transport contract referred to above, the normal delivery option could be referred to with code normal-delivery, and the premium delivery option with premium-delivery. Inside a clause, you would then write:

{#contract^delivery = "normal-delivery": .... whatever text needs to be inserted here for the normal delivery ... | "premium-delivery": ... text for the premium delivery stuff ... }

This indirection through a special code may seem like more work, but will not suffer from the scalability and management disadvantages outlined above:

• a code is much shorter, and therefore takes less time to type, and are less error-prone

• the document text associated with a code can be independently and centrally modified

• codes are language-independent, and can therefore also be used in enabled-conditions

Tips

When you frequently have to insert the same text fragment in conjunction with a certain code, it is beneficial from a management point of view to turn the text fragment into an external snippet, because such snippets allow for central updating. (If the entire conditional statement is frequently repeated, it is probably also a good idea to turn that entire statement in its entirety into an external snippet.)

Another tip is to associate (possibly translated) labels with the predefined value or answer. This avoids that the code itself would be presented to the end-user.

Please also consult the other Grammar style guide, for various best practices related to choosing the right code.

The value must be equal to any of a set of predefined values

Example: assume you only want to show some text when a property is located in any of the following cities: Antwerp, Amsterdam, Paris or Barcelona.

The long way to write this is:

The shorter and more readable way to write this:

The wrong way to write this:

In other words, because in the wrong example above, for Amsterdam/Paris/Barcelona the comparison misses a second part, the software will implicitly “fill up” this second party with “= true”. Because the words “Amsterdam”, “Paris” and “Barcelona” obviously contain at least one character, these parts will always be true. The end result is that this condition will always be considered true, even when the property’s location is not filled in, and even when the property’s location would for example by “New York”.

The value must not be equal to certain values

Example: assume you do not want to show a certain piece of text for a property located in Moscow or Milan.

The long and probably incorrect way to write this:

The above example is probably wrong, because it will also show the piece of text when no value has been assigned to the property’s location, or when the property’s location has been assigned an empty text value. This is probably not what you want. To take this situation into account, you would have to write an even longer version:

This new condition first checks whether some non-empty value is assigned. If so, then it will check whether that value is not equal to either “Moscow” or “Milan”. This works, but is a bit long. This can be shortened to:

or even shorter:

Two datafields must have a value equal to some predefined value

Example: a certain bonus is awarded when an employee’s collective labour agreement (CLA) is either nr. 123 or 456, while at the same time the employee’s status must be active or on parental leave.

The double wrong way to write this:

The first error is that, due to the short-hand comparison described earlier on this page, the software will actually interpret this as (#employee^cla = 123) or (456 = true) and (#employee^status = "active") or ("parental-leave" = true). This expression will always be true, because any number other than zero (such as 456) and any piece of non-empty text (such as “parental-leave”) will be considered “true” by the software.

The less wrong (but still wrong) way to write this:

This is still wrong, because it is very unpredictable for human beings to remember how this will be interpreted by the software, due to the concatenation of AND and OR. Will the software interpret this as (CLA = 123 OR CLA = 456) AND (status = "active" OR status = "parental-leave)? Or instead as (CLA = 123) OR (CLA = 456 AND status = "active") OR (status = "parental-leave)? Or even in some other way?

There exist “precedence” rules for this, but many people have problem remembering the precedence rules for addition and multiplication of numbers, so even if you remember correctly what the precedence rules are for AND/OR/NOT, the person who comes after you to update your texts will probably make a mistake in the interpretation. In any case, the above condition is hard to read.

A correct solution using parentheses is for example:

A shorter version, which drops the concatenation of AND/OR:

A “list of texts” datafield must contain a value

Example: a piece of text must be shown when an employee’s fringe benefits (a “list of text” datafield) includes both meals and tuition:

The very wrong way to write this condition:

This not only suffers from the short-circuiting issue described above, but will also result in an error because you are comparing a list of items (i.e., the “list of texts” datafield #employee^benefits) to a single text item (“meals”). For the software, this boils down to comparing apples to oranges, hence the error.

A less wrong (but still wrong) way:

This will in many cases be wrong, because it will only be true if the benefits include only meals and tuition — i.e. if the list on the left side and the list on the right side are exactly equal and include exactly the same elements. If any other benefit would have been assigned to the employees, then this condition will erroneously become false.

Even when the employee’s benefits consist of only meals and tuition, the above condition may erroneously result in false, when the tuition happened to come before the meals in the datafield, i.e. if the ordering is different. The reason is that list-of-text datafields take ordering into account — after all, in certain contracts, the order of appearance of the elements may be very important.

A correct way to write this condition:

or, somewhat shorter (but also more fancy and probably less readable):

Do you actually want to force styling?

Clause9 encourages you to minimise the amount of styling you embed in a clause. Ideally, clauses do not contain any styling — such as bold, italic and underline — because all styling will then be completely determined by the user of the clause.

This encourages reusability of clauses, since different departments (or even different clients of a law firm) can all use the same clause, but with widely different styling.

Even so, there are situations where you can be really sure that some styling must be applied. In such situations, it can come in handy to force certain parts of the text to be bold, italic or underline. Other styling deviations (e.g., coloring, borders, line spacing) are also possible.

Bold

You can force text parts to become bold by enclosing them in ~ tildes ~:

Some ~bold~ word.

Italic

You can force text parts to become italic by enclosing them in ``backticks`

Some `italic` word.

Underline

You can force text parts to become bold by enclosing them in \ backslashes \:

Some \underlined\ word.

Combinations

You can combine bold, italic and underline any way you like. For example:

Some \~bold and underlined~\ words.

Some `~italic and bold~`  words.

When you are drafting clauses in ClauseBase, you will occasionally want to add some intelligence to them.

In order for the options not to become overwhelming, we created a handy one-pager that features all the special symbols ClauseBase uses when you want to work with concepts, conditions, mathematical equations, special functions and more.

Be sure to keep this one-pager close by, as it is your (completely legitimate) cheat sheet!

Click the link below to take a look:

Introduction

Several special grammatical structures within Clause9 allow you to write conditions.

For example, in the following conditional text, the condition #applicable-law^name expresses the objective that the text that follows after the colon should only be shown if the datafield name of concept #applicable-law is equal to the word “belgian”.

{ #applicable-law^name = "belgian" : ... }

For a list of examples, go to assemble document mode and click “help”. Then navigate to “clause samples” and you will be given a link to access the samples library. This library contains a number of examples that explain how certain kinds of conditions work.

General structure

In their most basic appearance, conditions follow the structure:

left value comparison operator right value

Value types

The left value and right value can be any of the following value types:

Floating-point numbers and currencies are supported with up to four numbers after the decimal operator. (You can type in more decimal numbers than four, but they will be ignored. For example, when 5.34789 would be typed in, Clause9 will use 5.3478.)

The maximum number Clause9 can store is 99.999.999.999,9999 (99 billion etc).

Comparison operator

The comparison operator can be any of the following:

Datafields

When building conditions for clauses, you can either use static values (e.g., 5 weeks or 234.5 EUR), or use dynamic values by referring to datafields through the syntax #concept^datafield (e.g., #applicable-law^name).

Dynamic values can also be obtained through the advanced topic of Data-expressions.

Unlike a static value, the actual value of a datafield is not known by the clause author, and will instead be determined by the clause user — e.g., by submitting a value in the data dashboard, or by selecting a value in a Q&A session. At the moment Clause9 is about to show a clause, it will look up the current value, and use it in subsequent calculations.

Datafields will always take on one of the value types above (number, text, currency, duration, etc.). This value type needs to be selected upfront when constructing a Concept.

When the user has not yet assigned a value to a datafield, the value of that datafield is said to be undefined. When drafting clauses, you should take into account the possibility of such undefined values.

Mathematical operations

Numerical values can be combined in larger structures through the basic mathematical operations (+, -, / and *). Examples:

#contract^value < 5000 EUR + 2400 EUR

#contract^value < 5000 EUR - #liability^cap

(#contract^value * 1.2) < 5000 EUR

Note that parentheses can be used to clarify which parts of the formula should be taken first. If no parentheses are used, then the well-known mathematical rules of precedence are used — i.e., multiplication and division take precedence over addition and subtraction, so that 1 + 2 * 3is equal to 7 (not 9).

Details

Shorthand comparisons

If the operator and right value of a comparison are omitted, then the comparison will result in true if the left value:

• is equal to true

• is equal to a non-empty text value

• is equal to a number or currency that is different from zero

• is equal to a duration higher than zero

• is equal to a non-empty list

In other words, the comparison will be false if the left value:

• is undefined

• is equal to false

• is equal to empty text (“”)

• is equal to a number or currency that is equal to zero

• is an empty list

This allows you to for example write the following shorthand conditions:

{ #contract^value: ... }

{ #contract^duration: ... }

{ #employee^name: ... }

In all of these examples, the … will only be shown if the preceding datafield is assigned a decent value. If in the first example the contract value would not have been assigned, or be equal to zero, then the … will not be shown. Similarly, if the duration would not have been assigned, or be equal to zero, or if the employee’s name would not have been assigned, or be set to an empty text, then the … will not be shown in the second and third example.

Supported mathematical conversions

To a limited extent, values of different types can be combined with each other in comparisons or mathematical operations. The following rules apply:

Be aware that chains of mathematical operations on durations can lead to multiple conversions, which can lead to multiple rounding errors.

(*) For example, 1 year + 1 month + 1 day will be evaluated in two steps, ultimately resulting in 396 days.

– first 1 year + 1 month (= converted to 13 months) – then 13 months + 1 day (= (13 * average of 30.417 days) + 1 = 396 days)

Disallowed mathematical operations

The following mathematical operations will lead to errors in Clause9.

• dividing a number by zero

• mixing different currencies (e.g., 300 EUR + 500 USD)

• adding or subtracting dates (e.g., 2018_7_15 + 2018_1_1)

• mixing a date/duration and a number (e.g., 2018_7_15 + 14, or 5 weeks + 6)

• mixing texts with other types (e.g., 5 July 2018 + ‘Brussels’, or 500 EUR + ‘2 cents’)

While it is not possible to perform mathematical operations with dates, it is possible to perform mathematical calculations between dates and durations, and compare the result.

For example, if you would have two dates available and would like to check whether the duration between them is beyond a certain threshold, you could write #concept^date1 + 3 months < #concept^date2.

Conversion of undefined values

Clause9 will automatically convert undefined values to values that make sense in comparisons or mathematical operations:

It is not possible to compare a date to an undefined value. (After all, a “zero date” makes little sense…)

Combining sub-conditions: AND/OR/NOT

Different sub-conditions can be combined through AND, OR and NOT.

For example, the following combination of sub-conditions will only apply if Dutch law applies, and the competent court is simultaneously set to Amsterdam:

#applicable-law^name = 'dutch' AND #competent-court^location = 'Amsterdam'

Computer users who first encounter AND/OR conditions, are often confused by them, because they seem to express the opposite of common language.

For example, the sentence “Marie will go to the city when it is Tuesday and when John calls” will usually be understood as “Marie will go on Tuesday, but will also go on other days when John calls”. Hence, in everyday language, the word “and” can sometimes express that something applies when any of the sub-parts apply. Whether this is indeed the case — or whether “and” should instead be interpreted as “only apply when both sub-parts apply at the same time” — can usually be inferred from the context.

In most situations, this linguistical ambiguity is not a problem, because the context will be clear or because the consequences of the wrong interpretation are negligible. However, such ambiguities are sometimes also found in contracts and laws, and then the context may not always be clear, and/or the consequences may be significant

When building conditions in Clause9, such ambiguities will not arise, because the word “AND” means “both sub-conditions must apply”, and is thereby clearly opposed to the word “OR”, which means “it is sufficient if any of the sub-conditions applies”.

Much more complex combinations of sub-conditions are possible. The following combination will only apply if either of the following two bullets applies:

• Dutch law applies and the competent court is simultaneously set to Amsterdam; or

• the contract value is higher than 5.000 EUR

(#applicable-law^name = 'dutch' AND #competent-court^location = 'Amsterdam') OR (#contract^value > 5000 EUR)

Please note that the way parentheses are used, is very important. The following example is identical to the previous one, with the exception of the parentheses:

#applicable-law^name = 'dutch' AND (#competent-court^location = 'Amsterdam' OR #contract^value > 5000 EUR)

The change in parentheses causes a significant change in meaning, because the sub-conditions between parentheses will be evaluated first, before evaluating the other sub-conditions. The combination of sub-conditions will now only apply if both of the following sub-conditions simultaneously apply:

• the applicable law is Dutch

• the competent court is Amsterdam AND, in addition, the contract value is higher than 5000 EUR

There is no need to put parentheses within a “chain” of AND sub-conditions. For example:

#applicable-law^name = ‘belgian’ AND #competent-court^location = ‘Brussels’ AND #contract^value > 5000 EUR

Similarly, it is also fine to create a chain of OR conditions without any parentheses.