Ambar Hauss — Terms and Conditions of Use

These Terms and Conditions of Use (the "Terms") govern access to and use of Ambar Hauss, the web and mobile platform operated by AMBAR PARTNERS TECH SERVICES, S.L., a Spanish company with Tax Identification Number B-88306147 and registered office at Guzmán el Bueno 133, Edificio Britannia, 28003 Madrid, Spain ("Ambar", "we", "us" or "our").

Ambar Hauss is made available to lawyers and other legal professionals admitted to the Ambar professional community under one of the Membership Tiers described in these Terms.

By registering for, accessing or using Ambar Hauss, you confirm that you have read, understood and agreed to be bound by these Terms, the Privacy Policy, the applicable Community Rules and any specific commercial terms accepted in connection with your Membership.

1. Definitions

"Ambar Hauss" or the "Platform" means the web and mobile platform operated by Ambar and made available to Users.

"Community Rules" means any codes of conduct, professional standards, acceptable-use policies, guidelines or other rules published by Ambar in connection with the Platform or the Ambar professional community.

"Content" means any text, document, message, profile information, comment, image, recording, link, material or other information uploaded, posted, transmitted or otherwise made available through the Platform.

"Membership" means a User’s membership of the Ambar professional community and corresponding right to access the Platform and the Services, subject to these Terms.

"Membership Tier" means any membership level made available by Ambar from time to time. The current Membership Tiers are Member, Partner and Eminent.

"Services" means the functionalities, resources, benefits and services made available through Ambar Hauss from time to time.

"Third-Party Services" means any product, software, application, content, discount, licence, benefit or service supplied by a person other than Ambar and made available or accessible through the Platform.

"User" means an independent lawyer or other legal professional admitted to the Ambar professional community under a Membership Tier and authorised to access Ambar Hauss.

References in these Terms to a User include Users within the Member, Partner and Eminent Membership Tiers unless expressly stated otherwise.

2. Membership Tiers

Ambar Hauss currently offers three Membership Tiers: Member, Partner and Eminent.

Each Membership Tier may provide access to different functionalities, Services, professional opportunities, technology products, community benefits, events, resources or levels of support. The features, eligibility requirements, fees and benefits applicable to each Membership Tier will be described on the Platform, in the relevant membership proposal or during the registration or subscription process.

The terms Member, Partner and Eminent identify commercial membership categories within the Ambar community only. In particular, the designation Partner does not mean that the relevant User:

1. is a shareholder, director, officer, employee or legal partner of Ambar
2. has authority to represent, contract for or otherwise bind Ambar
3. acts as Ambar’s agent or legal representative
4. participates in Ambar’s profits, losses or management, except where expressly agreed in a separate written agreement
5. is part of a partnership, law firm or professional company operated by Ambar

Ambar may introduce, rename, modify or discontinue Membership Tiers from time to time. Any change materially affecting an existing paid Membership will be communicated in accordance with Section 20.

3. Purpose and Scope of Ambar Hauss

Ambar Hauss is a professional community and technology platform designed to provide Users with access to resources that may include:

1. interaction and knowledge-sharing with other Users
2. professional forums, practice groups and community discussions
3. training, events, publications and professional-development resources
4. technology products, software tools and other professional infrastructure
5. offers, discounts or benefits provided by selected third parties
6. information about potential professional projects or collaboration opportunities
7. visibility, credentials, community recognition or other benefits associated with the applicable Membership Tier
8. any other community, technology or professional services introduced by Ambar from time to time

Access to particular Services may depend on the User’s Membership Tier, jurisdiction, professional profile, experience, availability, completion of verification procedures or satisfaction of additional eligibility requirements. Membership does not entitle a User to receive every Service or benefit made available through the Platform.

4. Nature of the Relationship

4.1 Independent professional status

Users access Ambar Hauss in their capacity as independent legal professionals. Nothing in these Terms creates an employment relationship, partnership, agency, fiduciary relationship, joint venture, franchise or exclusive professional relationship between Ambar and any User.

Users remain solely responsible for:

1. organising and carrying out their own professional activity
2. complying with the legal, regulatory, tax, social-security and professional requirements applicable to them
3. maintaining any professional registrations, practising certificates, licences and insurance required in their jurisdiction
4. determining whether they are permitted and competent to provide any particular legal service
5. the manner in which they exercise their independent professional judgement

4.2 Ambar is not a law firm

Unless expressly stated otherwise in a separate written agreement, Ambar:

1. does not provide legal advice through Ambar Hauss
2. does not establish a lawyer-client relationship between Ambar and any User, client or third party
3. does not supervise or direct the independent legal judgement exercised by Users
4. is not responsible for legal advice or professional services provided by a User

4.3 No guarantee of professional opportunities

Membership of Ambar Hauss, irrespective of the applicable Membership Tier, does not guarantee any particular volume of work, professional opportunity, referral, revenue, engagement or business outcome.

Any potential professional opportunity communicated through the Platform will be subject to, among other matters:

1. the needs and decision of the relevant client
2. the User’s experience, seniority, qualifications, availability and suitability
3. the User’s Membership Tier, where relevant
4. conflict-of-interest, independence, compliance and onboarding checks
5. completion of any required certification or verification process
6. execution of the applicable engagement documentation

5. Eligibility and Admission

Access to Ambar Hauss is restricted to persons admitted by Ambar to its professional community. To be eligible, a person must:

1. be at least 18 years old and have full legal capacity
2. be legally entitled to practise law or provide the relevant professional legal services in the jurisdictions in which they operate
3. provide complete, accurate and current professional information
4. satisfy Ambar’s admission, verification, compliance and professional-quality requirements
5. accept these Terms and the applicable Community Rules

Admission to the community and continued access to Ambar Hauss remain subject to Ambar’s professional admission criteria. Ambar may decline an application where those criteria are not met.

Admission does not constitute certification by Ambar that a User is authorised to provide legal services in every jurisdiction or in relation to every area of law.

6. Registration and User Accounts

6.1 Registration information

Users must provide truthful, complete and up-to-date information when registering and must promptly update that information whenever it changes. Ambar may request information or supporting documents reasonably necessary to verify identity, professional qualifications, bar admission, experience, insurance coverage, tax or invoicing information and compliance with applicable legal or regulatory requirements.

6.2 Personal account

Each account is personal to the individual User. Users may not share their account or credentials, allow another person to use their account, create an account using another person’s identity, or transfer, sell or assign their account.

6.3 Account security

Users are responsible for maintaining the confidentiality of their credentials and for activity carried out through their account. Users must notify Ambar without undue delay at community@ambarpartners.com if they become aware of unauthorised access, loss or disclosure of credentials, or any other actual or suspected security incident affecting the Platform.

Ambar may require a User to reset credentials or may temporarily restrict access where reasonably necessary to protect the security of the Platform, the community or third parties.

7. Membership Fees, Billing and Renewal

Access to some or all Services may be subject to a paid Membership. The applicable price, billing period, included Services, renewal conditions and specific commercial terms will be presented before purchase or set out in the relevant proposal, order form or subscription confirmation.

Unless otherwise stated:

1. fees are exclusive of applicable taxes
2. Membership fees are payable in advance
3. subscriptions renew for successive periods equivalent to the initial billing period until cancelled in accordance with the applicable commercial terms
4. failure to pay an amount when due may result in restriction or suspension of access

Where Ambar changes the price of a recurring Membership, the new price will apply from the next renewal period after reasonable prior notice. Except where required by applicable law or expressly provided in the relevant commercial terms, fees already paid are non-refundable.

8. Acceptable Use and Professional Conduct

Users must use Ambar Hauss in a professional, lawful, respectful and responsible manner and comply with these Terms, the Community Rules and their applicable professional obligations.

Users may not use the Platform to:

1. engage in unlawful, fraudulent, deceptive or misleading conduct
2. harass, threaten, discriminate against, defame or intimidate another person
3. publish information that is knowingly false, materially inaccurate or misleading
4. impersonate another person or misrepresent qualifications, status, experience or affiliations
5. infringe intellectual-property, privacy, confidentiality or other third-party rights
6. transmit malware, malicious code or material intended to interfere with the Platform
7. attempt to gain unauthorised access to any account, system, database or restricted part of the Platform
8. scrape, crawl, harvest, systematically extract or commercially exploit Platform data without Ambar’s prior written consent
9. reverse engineer, decompile, copy or attempt to derive the source code of any part of the Platform, except where expressly permitted by mandatory law
10. use another User’s information for unsolicited mass marketing or unrelated commercial purposes
11. promote services, products or activities in a manner reasonably considered spam, misleading or inconsistent with the purpose of the community
12. circumvent technical, security, access-control or geographic restrictions
13. encourage or assist another person to do any of the above

9. Professional Confidentiality and Client Information

9.1 Restricted information

Users must not upload, disclose or discuss through Ambar Hauss any information that:

1. is subject to legal professional privilege, professional secrecy or a duty of confidentiality
2. identifies a client, prospective client or matter without the required authority
3. is subject to a non-disclosure agreement or other contractual restriction
4. may create a conflict of interest or prejudice a client, prospective client or third party

This restriction applies in particular to forums, practice groups, direct messages and any artificial-intelligence or technology tools accessible through the Platform.

9.2 Anonymisation

Where a User wishes to discuss a professional issue for educational or community purposes, the User must ensure that the information is appropriately anonymised and that disclosure is permitted under applicable professional and legal rules.

9.3 Conflict checks

Information made available through Ambar Hauss is not a substitute for a User’s own conflict-of-interest procedures. Before accepting or discussing an engagement, each User must perform the conflicts, independence and compliance checks required under applicable law and professional rules.

10. User Content

10.1 Responsibility for Content

Users remain responsible for Content they upload, publish or communicate through the Platform and must have all rights, permissions and lawful grounds necessary to make that Content available.

10.2 Limited licence

By uploading Content, the User grants Ambar a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display, format and technically process that Content solely to the extent reasonably necessary to operate and secure Ambar Hauss, make the Content available to intended Platform users, provide the relevant Services and comply with legal obligations.

This licence ends when the Content is deleted, except to the extent continued retention is required by law, necessary for security or dispute-resolution purposes, or forms part of a backup system pending deletion in the ordinary course.

10.3 Moderation and removal

Ambar may review, restrict, remove or disable access to Content where it reasonably considers that the Content breaches these Terms or the Community Rules, infringes law or third-party rights, creates a confidentiality, professional, security or reputational risk, is irrelevant, misleading, abusive or inappropriate, or may expose Ambar or another person to liability or harm.

Where reasonably practicable and legally permitted, Ambar will inform the affected User of the principal reason for a material restriction or removal. Questions regarding moderation decisions may be sent to community@ambarpartners.com.

10.4 Reporting

Users may report Content or conduct they believe breaches these Terms through any reporting functionality available on the Platform or by contacting community@ambarpartners.com. Reports must be made in good faith and contain sufficient information to allow Ambar to assess the issue.

11. Intellectual Property

11.1 Ambar rights

Ambar and its licensors own all intellectual-property rights in and to Ambar Hauss and its software, structure, design and functionality; the Ambar and Ambar Hauss names, brands, logos and visual identity; materials created or commissioned by Ambar; and databases, taxonomies, methodologies, selection systems and other proprietary elements used in connection with the Platform.

Except for the limited right to use the Platform under these Terms, no intellectual-property right is transferred to a User.

11.2 Permitted use

Users may access and use Ambar materials solely for their own professional use and in accordance with restrictions communicated on the Platform. Users may not reproduce, distribute, publish, sell, sublicense, modify or commercially exploit Ambar materials without prior written consent, unless expressly authorised.

11.3 User materials

Users retain ownership of intellectual-property rights in their original Content, subject to the limited licence granted under Section 10.2.

12. Third-Party Services and Artificial-Intelligence Tools

Ambar Hauss may provide access to or integrate products and services supplied by third parties, including software, legal-research products, productivity tools, artificial-intelligence systems and professional benefits.

Third-Party Services may be subject to separate terms and conditions, privacy policies, licence restrictions, eligibility or geographic limitations, and additional charges. Unless expressly stated otherwise, Ambar does not control and is not the supplier of those Third-Party Services and does not guarantee their availability, accuracy, security, fitness for purpose or continued inclusion in any Membership Tier.

Users are responsible for reviewing and complying with the terms applicable to each Third-Party Service. Users must not input client-confidential, privileged, personal or restricted information into a Third-Party Service unless they have verified that doing so is legally and professionally permitted and consistent with relevant client instructions and security requirements.

Outputs generated by artificial-intelligence systems may be incomplete, inaccurate or unsuitable for a particular matter. Users remain professionally responsible for independently reviewing and validating any output before relying on it or using it in connection with legal services.

13. Professional Opportunities and User Interactions

13.1 Information only

Information about potential projects or professional opportunities made available through Ambar Hauss is preliminary and informational. It does not constitute an offer of engagement, guarantee of appointment, representation that an opportunity will proceed, or authorisation to contact or advise a client directly.

13.2 Separate engagement terms

Any engagement arising through Ambar will be governed by separate contractual documentation addressing, as applicable, scope of work, fees and invoicing, professional responsibility, confidentiality, conflicts, data protection, insurance, client-specific policies and termination.

If these Terms conflict with specific terms of a professional engagement, the specific engagement terms will prevail in relation to that engagement.

13.3 Interactions between Users

Users are responsible for exercising appropriate judgement and diligence when interacting or collaborating with other Users. Unless Ambar is a party to a separate written agreement concerning a particular collaboration, Ambar is not responsible for arrangements entered into directly between Users.

14. Availability, Maintenance and Changes to the Platform

Ambar aims to provide reliable access to Ambar Hauss but does not guarantee that the Platform will be uninterrupted, error-free or available at all times.

Access may be temporarily restricted due to scheduled or emergency maintenance, security measures, technical failures, failures affecting third-party infrastructure, legal or regulatory requirements, or events outside Ambar’s reasonable control.

Where reasonably possible, Ambar will provide advance notice of scheduled interruptions expected to materially affect access. Ambar may update or modify the Platform to improve functionality, security, usability or compliance.

15. Geographic and Regulatory Restrictions

Ambar may restrict or block access to all or part of Ambar Hauss in countries or territories where access would breach sanctions, export-control or other legal restrictions; create an unacceptable cybersecurity or data-security risk; be inconsistent with Third-Party Service terms; or not be operationally or legally supported by Ambar.

Users must not circumvent geographic or technical restrictions, including through a virtual private network or similar technology. Restricted countries and territories may change as legal, security and operational circumstances evolve. Current information may be requested from community@ambarpartners.com.

16. Data Protection and Privacy

Ambar processes personal data in accordance with applicable data-protection law and the Ambar Privacy Policy, available at: https://www.ambarpartners.com/privacy-policy

The Privacy Policy provides information concerning the identity of the data controller, purposes and legal bases of processing, recipients, international transfers, retention periods and the exercise of data-protection rights.

Users must process personal data obtained through Ambar Hauss lawfully, fairly and only for legitimate professional or community purposes. Users may not extract, compile, disclose, sell or otherwise use another User’s personal data for unrelated purposes. Where a User independently processes personal data obtained through the Platform, that User is responsible for complying with all obligations applicable to that processing.

17. Suspension and Termination

17.1 Termination by the User

A User may request cancellation of an account or Membership by contacting community@ambarpartners.com or using any cancellation functionality provided through the Platform. Cancellation does not affect fees already due, obligations arising from an existing engagement, rights or liabilities accrued before cancellation, or provisions intended to survive termination.

17.2 Suspension or termination by Ambar

Ambar may restrict, suspend or terminate access where:

1. the User materially or repeatedly breaches these Terms or the Community Rules
2. information supplied by the User is false, materially incomplete or no longer current
3. the User no longer satisfies Ambar’s admission criteria
4. the User fails to pay fees when due
5. continued access may create a legal, regulatory, professional, confidentiality, cybersecurity or reputational risk
6. the User’s conduct may harm clients, other Users, Ambar or the integrity of the community
7. suspension is necessary to investigate suspected misconduct or a security incident
8. Ambar is required to act by law, court, regulator or competent authority

Where appropriate, Ambar may first request that the User remedy a breach within a reasonable period. Ambar may act immediately where the matter is serious, urgent or not capable of remedy. Where legally permitted and reasonably practicable, Ambar will notify the User of the principal reason for a material suspension or termination.

17.3 Effect of termination

Following termination, the User must cease accessing the Platform and using Services or materials available only to Users. Ambar may retain information where required by law or reasonably necessary for fraud prevention, security, enforcement, professional compliance or dispute resolution.

18. Disclaimers

Ambar Hauss is provided on an "as available" basis. To the maximum extent permitted by law, Ambar does not warrant that:

1. the Platform will be continuously available or free from errors or security vulnerabilities
2. Content provided by Users or third parties will be accurate, complete or current
3. any Third-Party Service will remain available or meet a User’s requirements
4. use of the Platform will result in professional opportunities, revenue or other particular outcomes
5. information made available through the Platform constitutes legal, tax, regulatory, financial or other professional advice

Nothing in these Terms excludes any warranty or obligation that cannot lawfully be excluded.

19. Liability

19.1 Matters for which Ambar is not responsible

To the maximum extent permitted by law, Ambar will not be liable for loss or damage arising from legal or other professional services provided by a User; Content uploaded or communicated by Users; conduct or omissions of another User or third party; unauthorised account use resulting from failure to protect credentials; use of or reliance on Third-Party Services or artificial-intelligence outputs; interruptions or failures outside Ambar’s reasonable control; or a User’s breach of law, professional rules, client instructions or these Terms.

19.2 Excluded losses

To the maximum extent permitted by law, Ambar will not be liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data.

19.3 Liability cap

To the maximum extent permitted by law, Ambar’s aggregate liability arising out of or in connection with Ambar Hauss or these Terms will not exceed the total Membership fees paid by the relevant User to Ambar during the twelve months immediately preceding the event giving rise to the claim.

19.4 Non-excludable liability

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation; wilful misconduct or gross negligence where liability cannot be limited; death or personal injury caused by negligence; or any liability that cannot be excluded or limited under applicable law.

20. Indemnity

To the extent permitted by law, a User will be responsible for losses, claims, liabilities, penalties and reasonable costs incurred by Ambar as a direct result of the User’s unlawful use of the Platform, material breach of these Terms, Content that infringes third-party rights, unauthorised disclosure of confidential, privileged or personal information, or professional services provided by the User outside Ambar’s responsibilities under a separate written agreement.

Ambar will take reasonable steps to mitigate any recoverable loss and will not recover more than once in respect of the same loss.

21. Amendments to these Terms

Ambar may amend these Terms where reasonably necessary to reflect changes to the Platform or Services, Membership Tiers or business operations, legal or regulatory requirements, security needs, the introduction of new functionality, or the need to clarify or improve existing provisions.

Material amendments will be notified through the Platform, by email or by another reasonable means before they take effect. The notice will indicate the effective date of the revised Terms.

Where a change materially and adversely affects a paid Membership, the User may cancel the affected Membership before the change takes effect, subject to applicable commercial terms and mandatory law. Continued use after the effective date constitutes acceptance of the revised Terms.

22. Communications

Ambar may send notices relating to the Platform, Membership, security or these Terms to the email address associated with the User’s account, through Platform notifications or by another contact method supplied by the User. Users are responsible for keeping contact details current.

Operational and contractual communications relating to an account are not marketing communications and may be sent where necessary to provide the Services or administer the contractual relationship.

23. Assignment

Users may not assign or transfer rights or obligations under these Terms without Ambar’s prior written consent. Ambar may assign its rights and obligations to another company within its group or in connection with a merger, reorganisation, financing, sale of business or transfer of the Platform, provided that this does not materially reduce the User’s rights.

24. Severability and Waiver

If any provision of these Terms is held invalid, unlawful or unenforceable, that provision will be interpreted or modified to the minimum extent necessary and the remaining provisions will continue in force. A failure or delay by Ambar to exercise a right does not constitute a waiver of that right.

25. Entire Agreement and Order of Precedence

These Terms, together with the Privacy Policy, Community Rules and any applicable membership order form, proposal or subscription confirmation, constitute the agreement governing access to and use of Ambar Hauss.

In the event of inconsistency, the following order of precedence will apply:

1. the specific terms of a professional engagement, solely in relation to that engagement
2. the applicable membership order form, proposal or subscription confirmation
3. these Terms
4. the Community Rules
5. other general information published on the Platform

26. Governing Law and Jurisdiction

These Terms are governed by Spanish law. Any dispute arising out of or in connection with these Terms, Ambar Hauss or a User’s use of the Platform will be subject to the exclusive jurisdiction of the courts of the city of Madrid, Spain, except where mandatory law requires otherwise.

Before commencing legal proceedings, the parties will use reasonable efforts to resolve the dispute in good faith.

27. Contact

Questions, complaints or notices relating to these Terms, a Membership or Ambar Hauss may be sent to:

AMBAR PARTNERS TECH SERVICES, S.L.
Guzmán el Bueno 133, Edificio Britannia
28003 Madrid, Spain
community@ambarpartners.com