3. Introduction to the ClauseBase Grammar

Before we can really start drafting clauses, you have to learn a few more elements about the “special grammar” of the words you put inside the clauses. After all, while the bulk of your clauses will consist of regular words (similar to clauses in MS Word), the special grammar allows you to make clauses dynamic.

For a summary of all the symbols you can use and options available to you when working with the special grammar, take a look at the ClauseBase Grammar Sheet.

Referring to concepts

In Word, you would write “The Employee shall securely store Confidential Information”. In ClauseBase, you would instead write “#Employee shall securely store #confidential-information”:

  • all articles must be removed (a / an / the in English, or le / la / les / un / une / des in French)
  • all capitals must be removed, except for the first word of each sentence
  • a hash-tag must be inserted before the concept

This one-time clean-up is necessary, because you don’t know upfront which concept labels and styling will be chosen by the user. At the moment that a document is shown on the screen, the concept labels, capitals and articles will be applied by ClauseBase, depending on the user’s settings. Accordingly, a single sentence may end up quite differently — for example:

  • The Worker shall securely store Confidential Information.
  • THE EMPLOYEE shall securely store SENSITIVE DATA.
  • Jean Janson shall securely store the confidential information.

Cross-references

In Microsoft Word, you would write “The employee will comply with the internal rules set forth in clause 5.4”. If you want this clause to be reusable, you can obviously not use such hard-coded cross-references.

Instead, you would write “… set forth in §#internal-rules”. ClauseBase will then dynamically search for a clause that claims to implement the concept #internal-rules, and insert its actual number. If such clause does not yet exist, then an error message is inserted.

Contrary to missing cross-reference error messages in MS Word, you can easily get rid of them when drafting in ClauseBase by clicking on the error-message. ClauseBase will then present you a list of clauses that actually implement the concept. Inserting the necessary clause is then just a mouse-click away.

Conjugations

The user of a clause can freely choose concept labels — so #employees may get replaced by “staff”, while #employeur may get replaced by “la Société”. Unfortunately, this also means that some verbs, adjectives and pronouns (him, himself, his, …) that relate to these concepts, may need to be updated.

To do so, you should enclose such words in <angular brackets>. For example:

Traditional approach in Word

Dynamic approach in ClauseBase

“if employer terminates the contract for cause, then it shall …”

“if <#employer> <terminates> #contract for cause, then <it> shall …”

If the user would then choose the plural “Group Companies” as a concept label, the sentence would become “if the Group Companies terminate the contract for cause, then they shall …”; with a singular concept label “Acme Inc”, the sentence would instead be “if Acme Inc terminates the contract for cause, then it shall …”.

If multiple concepts are present in a single clause file, then you need to indicate which concept a particular word refers to. For example, “if #employee wants to return the documents of #employer, then he will … ” would become “if #employee <wants: employee> to return the documents of #employer, then <he: employee> will …”.

Don’t worry, you do not need to surround every verb, adjective and pronoun in angular brackets. This will in any case be limited to the words that refer to a concept, and even then you should always ask yourself if it the word can actually change if a different concept label would be chosen.

For example, in English, combinations of auxiliaries (can, must, shall, will, …) and infinitives will never need to be adapted because they are the same in singular and plural. Similarly, in French, possessive pronouns do not need to be adapted — for example, in the sentence “si #employé endommage sa voiture”, the possessive “sa” does not need to change if the employee would turn out to be female.

Furthermore, you should also ask yourself whether in your organisation there will actually be users who will change the gender or singular/plural form of a concept label. If the clauses you write will always be used by the same employer, then there is no need to worry about conjugations related to the employer. In fact, if the styling will never change either, you may even opt to hard-code “Employer” instead of turning it into concept #employer.

Datafields

Instead of hard-coding variable information, as you would do in Microsoft Word, you should refer to datafields. At the moment a document is shown on the screen or saved, ClauseBase will replace these placeholders with the actual data.

For example:

Traditional approach in Word

Dynamic approach in ClauseBase

“The contract shall terminate on 5th January 2018”

#Contract shall terminate on #contract^termination-date

If you are referring to numbers you can also insert calculations, surrounded by curly braces { }, and constructed using addition (+), subtraction (-), multiplication (*) or division (/). For example, you could write { #deal^value * #deal^correction-factor } to express a certain business deal.

If you start doing heavy math, then please take into account that ClauseBase will follow the traditional precedence rules, so that 5 + 4 * 3 is equal to 17, and not 27. In case of doubt, please use parentheses to better express what you intend to achieve.

You can also calculate with dates and durations. For example, {#contract^commencement-date + 3 months} will result in the date that is three months after the commencement date.

Besides “months”, you can also use “days”, “months”, “quarters” or “years” for durations.

Conditional text

Conditional text is probably the most interesting feature of the grammar, so let’s look at that now.

This feature allows you to make certain words, or even entire sentences or sub-clauses, subject to a condition. For example, if you would write:

The courts of {#applicable-law^country= "Belgium": Brussels | #applicable-law^country= "the Netherlands": Amsterdam} will be competent to resolve disputes. 

…then ClauseBase will check the current contents of the datafield country of concept applicable-law. If that content would be equal to “Belgium”, then the word Brussels will be inserted, while if that content would be equal to “the Netherlands”, then the word “Amsterdam” will be inserted.

If the content would be equal to something else — say, “France” — then the part between { … } will simply be dropped, which would result in “The courts of will be competent to resolve disputes.” Of course, that would be an incomplete sentence, so let’s correct it:

The courts of {#applicable-law^country= "Belgium": Brussels | #applicable-law^country= "the Netherlands": Amsterdam | else: #customer's city of establishment } will be competent to resolve disputes. 

This new version of the conditional text will always result in a correct sentence. However, it may be the case that you really do not want the user of your clause to ever set the datafield country to something other than Brussels or Amsterdam. The following version would then probably be a better idea:

The courts of {#applicable-law^country = "Belgium": Brussels | #applicable-law^country = "the Netherlands": Amsterdam | #applicable-law^country = " " : !! court is missing !! | else: !! incorrect court !! } will be competent to resolve disputes. 

The parts in between double exclamation marks will result in error messages that are prominently displayed in purple in a document preview.

Structure of conditional text

Conditional text may look scary at first, but is actually quite simple to understand. Essentially, you start and end with a curly brace ({ }), and insert one or more conditions + outputs (after the colon (:) ) that are separated by the pipe-symbol (|).

The conditions can themselves — i.e., the part before the colon — be as complex as you like. For example, ClauseBase happily accepts a condition that would only insert certain words relating to an extended guarantee when the applicable law is Belgium and the contract value is simultaneously higher than 5.000 EUR, except if the signatory would be the CEO, in which case the contract value should be 10.000 EUR. In practice, however, most conditions are significantly easier to understand.

Writing conditions

Conditions should boil down to some kind of comparison that can turn out to be true or false.

A simple comparison has three parts: a left value, an operator and a right value. If the values you are comparing are numbers, then the typical operators you learned in primary school can be used: equal to (=), greater than (>), smaller than (<), greater than or equal to (>=), and smaller than or equal to (<=). If you want to express that something should not be equal to something else, then you should use !=.

Instead of comparing single values, you can also compare calculations. For example, you could write {#monthly^value * 3.2 < #threshold^value * #deal^bonus-factor: … } or { #commencement^date + 3 months < 2018_01_01: … }

Hard-coded dates should be inserted in the format year_month_date. Note the underscores! You can also append a currency (EUR, USD, GBP or JPY) to a number. The result will be formatted in accordance with the user’s chosen styling — e.g. 5000 EUR may then get formatted as €5000 / € 5.000,00 / 5.000,0 EUR / …
If you are comparing text values, then you should surround them with either single quotes or double quotes. It would, of course, not make sense to compare texts using <, >, <= or >=, but comparing whether two texts are equal (or different), can be achieved using = and !=.

Multiple comparisons can be combined with AND / OR. For example, #applicable-law^country= "Belgium" AND #contract^value > 5000 EUR expresses the requirement that not only the applicable law must be identical to “Belgium”, but also that at the same time a contract’s value must be higher than 5000 EUR. If, instead, it would be sufficient that either the applicable law is Belgium or the contract value is higher than 5000 EUR, then you would write OR instead: #applicable-law^country= "Belgium" OR #contract^value > 5000 EUR.

Special functions

For some special needs, you can insert one of the dedicated functions. Some examples:

  • If you want to turn a number into full text, write @fullnr. For example, @fullnr(#contract^value) would turn a contract value of 1.234 EUR into “one thousand, two hundred and thirty-four EUR”.
  • @today will be replaced by today’s date.
  • @implemented(#concept) will result in true if some article is present that implements said concept.

For a more complete overview, please refer to the guide on special functions.

Bold text and italics

As previously explained, ClauseBase emphasizes reusability, and therefore tries to avoid situations where styling information (font name, spacing, etc.) would end up in the clauses themselves. Instead, ClauseBase will add such styling afterwards, at the moment the document is shown on screen, or put into a .docx or PDF-file.

Occasionally you will, however, have a valid need to deviate from this principle, e.g. because you really want certain words to be formatted in bold, irrespective of the styling that will ultimately be chosen by the user. By way of exception, ClauseBase does allow you to do so, by surrounding those words with a tilde (~). For example:

1. ~These words~ will be shown in ~bold~.

will be formatted as:

1. These words will be shown in bold.

Additionally, you can do the same for text in italics by using the backtick (`). So:

1. `These words` will be shown in `italics`.

will be formatted as:

1. These words will be shown in italics.

» Creating your first clause


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