VLI: legal team's rule as a part of the system

case-vli

The rule stopped being a guideline in a document and became the system. Today I can state that our instruments are inside the platform, under the rules we agreed on.”

Pedro Augusto AuerLegal Counsel, VLI

VLI and a legal team that contracts around the clock

VLI runs integrated logistics in Brazil: rail transport and port cargo handling, with a network that connects production sites to ports. It is an operation that never stops, and that contracts around the clock — from transport services to materials supply.

That translates into two very different kinds of contract passing through the same legal team. On one side, commercial instruments, where VLI is the service provider and the contract carries a great deal of granularity: tariffs, tariff types, technical annexes. On the other, procurement contracts, where VLI is the contracting party and the process is started by a buyer, not by a lawyer.

The partnership with netLex began in 2019, on the commercial front. It later grew into procurement and into the legal team's advisory work — today there are three fronts inside the same platform. This case tells the story of the second one, which is where the shift in governance shows most clearly.

Key points

  • The clause rule moved out of a guidance document and became a lock in the system, with mandatory legal approval
  • Every instrument now lives inside the platform, under the agreed flow
  • The standard contract became the normal path: most instruments are signed without needing legal review
  • Anything outside the standard only moves forward with formal approval from the responsible area — risk is taken, and taken by someone
  • The legal team gained adherence and volume indicators that simply did not exist before
  • With AI-powered search, a contract audit that would have required mobilizing the whole team is now done by one person in minutes
The challenge

Making sure the agreed rule was actually followed

Before the platform, procurement contracts lived in a shared folder. The buyer picked the template, filled in the fields by hand and moved on with the negotiation. To protect the company, the legal team maintained a standing guideline: which clauses could be negotiated and which had to come back for review.

The guideline existed. The problem was that it depended on someone remembering it at the moment of contracting, and, at the volume VLI contracts, they did not always remember. A lot never came back. The main deviation mapped was the most sensitive of all: a clause changed without passing through legal.

The second problem was visibility. Each review stage of a contract required opening a new ticket, and one ticket did not connect to the next. There was no history of a negotiation, no count of contracts in circulation, no percentage of adherence to the standard template. Legal could not monitor what passed through it, and procurement had no such indicator either.

The question that guided the project was a direct one: how do you make sure the agreed rule holds across every contract, without turning legal into a toll gate in the buyer's path?

The solution

The rule inside the system, not beside it

The answer was not to make legal the reviewer of everything. It was to turn the written guideline into platform behaviour, so that the easiest path for the buyer was also the correct one.

  • A standard template at the origin: The buyer no longer picks and fills in a file. The contract is generated from a template maintained by legal, with structured fields — improvisation leaves the process before it starts
  • Clause locks with mandatory approval: What can be negotiated stays open. What cannot simply does not move without passing through legal. The rule stopped depending on memory.
  • Connected history: The stages of a single negotiation now live in one flow, instead of a sequence of tickets with no link between them.
  • Native indicators: Volume issued and signed, adherence to the standard template, the nature of incoming demands and output per lawyer now come from the platform itself.
  • AI-powered search: As a client in the FrontRunners program, VLI tested the search agent ahead of its general release. It consolidates queries and instruments by topic, client or supplier, including older documents.

The central concern of the project was not to buy control at the cost of speed. The agility the buyer already had needed to survive governance — and that was the criterion that shaped the flow.

The results

The standard became the normal path

Today most procurement instruments are signed on the standard contract, with no legal intervention required. What goes to review goes because it genuinely needs to, not because someone forgot the rule. And anything outside the standard only moves with formal approval from the responsible area — the risk still exists, but it is now taken consciously, by someone with a name.


It is a distinction that did not exist before. A deviation was something that happened without anyone seeing it; today, an exception is a recorded decision.

The greatest advantage is not the number itself. It is that the platform makes it possible for me to track indicators I simply did not track before.”

Pedro Augusto AuerLegal Counsel, VLI

The second shift is visibility. The legal team can now see its own operation: what comes in, what goes out, what kind of demand arrives, how long each stage takes, how closely the standard template is followed. None of these indicators existed in the shared-folder era, which is why risk assessment, once a manual and periodic effort, stopped being a project of its own.

The third came from AI. As part of FrontRunners, the team tested the search agent on real cases. The example the legal team itself gives is an audit of commercial contracts: the answer came in minutes, with one person refining the query and building the spreadsheet, instead of mobilizing the whole team to comb through documents.

They asked me for an audit of our commercial contracts. In ten minutes I refined the query and built the spreadsheet. Before, that meant mobilizing the entire team.”

Flora MagalhãesContracts and Legal Advisory Manager, VLI

Conclusion

VLI's gain is not that it became faster. It is that it stopped depending on each person remembering the right rule at the right moment.

In an operation that contracts around the clock and across several fronts, governance is not sustained by a written guideline, it is sustained by process. By putting the rule inside the system instead of beside it, VLI's legal team traded the late discovery of a deviation for its prevention, and gained, along the way, visibility it had never had over its own operation.

The next chapter has already begun. As part of FrontRunners, the team tests netLex's AI agents ahead of their general release and feeds its own real-world use back into the product roadmap.

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