Legal

Terms of Service

Version: 1.0 (Beta)
Last updated: 5 August 2026
Operated by: Mentalok (Hong Kong) Limited, trading as "Fidalab" ("Fidalab", "we", "us"), a company incorporated in Hong Kong with registered office at DW 543-18, Unit 501-518, 5/F, Building 19W, No. 19 Science Park West Avenue, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong.

1. Agreement

1.1 These Terms and Conditions ("Terms") govern your access to and use of the Fidalab platform, website, and related services (the "Service"). By creating an account or using the Service, you agree to these Terms on your own behalf and on behalf of the organisation you represent ("Customer", "you").

1.2 If you are entering into these Terms on behalf of an organisation, you warrant that you have authority to bind that organisation.

1.3 The Data Processing Agreement ("DPA") and the Privacy Policy form part of these Terms. If there is any conflict concerning the processing of personal data, the DPA prevails.

2. The Service

2.1 Fidalab is a contract intelligence tool. It analyses documents you upload in order to extract entities, relationships, and contractual obligations, and to flag potential risks and points of attention (the "Analysis Output"). The Service also includes an artificial intelligence (AI) drafting feature ("askAI") that generates draft contracts, clauses, and related text in response to your prompts ("Generated Drafts"). "Output" means Analysis Output and Generated Drafts together.

2.2 The Service uses third-party AI and infrastructure providers as sub-processors, as described in the DPA and the Privacy Policy.

2.3 Beta status. The Service is currently provided as a beta release. It may contain errors, may be modified or withdrawn at any time, and is provided for evaluation purposes. We may impose usage limits and may reset or delete beta data on reasonable notice.

3. Accounts

3.1 You must provide accurate registration information and keep your credentials secure. You are responsible for all activity under your account.

3.2 You must be at least 18 years old and using the Service for business purposes. The Service is not offered to consumers.

4. Your content and warranty of upload rights

4.1 "Customer Content" means all documents, files, prompts, and data you upload or submit to the Service, and all Output derived from them.

4.2 As between you and Fidalab, you own all Customer Content. We claim no ownership of your documents or the Output generated from them.

4.3 You warrant that: (a) you have all rights, licences, and consents necessary to upload the Customer Content and to have it processed and stored as described in these Terms, the Privacy Policy, and the DPA, including any consent or notice required in respect of personal data contained in it; (b) uploading, processing, and storing the Customer Content does not breach any law, confidentiality obligation, or third-party right; and (c) you will not upload content that is unlawful or that you are prohibited from disclosing.

4.4 You grant us a limited, non-exclusive licence to host, store, process, transmit, and analyse Customer Content solely to provide the Service to you, including transmission to the sub-processors listed in the DPA and re-analysis under Clause 6.1. This licence ends when the relevant Customer Content is deleted.

4.5 We do not use Customer Content to train our own or any third party's machine-learning models, and our AI sub-processor is contractually restricted from doing so.

5. Acceptable use

You must not: (a) upload malicious code; (b) attempt to gain unauthorised access to the Service or its infrastructure; (c) use the Service to develop a competing product; (d) resell or provide the Service to third parties without our written consent; (e) use the Output to provide legal advice to third parties for reward without independent professional review; or (f) upload documents containing personal data of third parties unless you have the right to do so (see Clause 4.3).

6. Document handling and retention

6.1 Uploaded documents are transmitted encrypted, stored encrypted at rest in access-controlled infrastructure, and logically separated per customer workspace. Temporary copies created during upload are deleted automatically once processing completes. Documents remain stored for as long as your account is active, so that they can be re-analysed - for example, when the Service's analysis capability is updated, or at your request. You may delete any uploaded document at any time; deletion extends to all data derived from the deleted document. How storage and analysis work is described in the Privacy Policy.

6.2 Extracted data (entities, obligations, alerts) is retained for as long as your account is active, so the Service can function. You may delete it, or your account, at any time; deletion extends to all data derived from your documents.

6.3 On closure of your account, all Customer Content is deleted in accordance with the DPA.

6.4 Further detail is set out in the Privacy Policy and the DPA.

7. Output is not legal advice - disclaimer of reliance

7.1 The Output is generated by automated analysis and generation, including AI systems, and may be incomplete, inaccurate, or wrong. The Output is provided to assist your review and preparation of documents. It is not legal advice, does not create a solicitor-client relationship, and is not a substitute for review by a qualified lawyer.

7.2 You agree that you will not rely on the Output as your sole basis for any legal, commercial, or compliance decision, and that you remain solely responsible for verifying the Output and for all decisions made or actions taken in connection with your documents.

7.3 Without limiting the foregoing, we do not warrant that the Analysis Output identifies every obligation, deadline, risk, or defect in any document.

7.4 Generated Drafts. Each Generated Draft is a computer-generated starting point only and is labelled as such in the Service. A Generated Draft is not legal advice, is not tailored to your circumstances unless you have provided the relevant context, and may contain clauses that are incomplete, inappropriate, outdated, or unenforceable in your jurisdiction.

7.5 You are solely responsible for reviewing, editing, and verifying every Generated Draft before using it, sending it to any counterparty, or signing it. You must not present a Generated Draft to any third party as having been prepared or approved by a lawyer.

7.6 We give no warranty that any Generated Draft, or any clause within it, is valid, enforceable, fit for any particular purpose or transaction, compliant with the law of any jurisdiction, or suitable for use without independent professional review.

8. Intellectual property

8.1 We and our licensors own all rights in the Service, its software, models, interfaces, and documentation, excluding Customer Content.

8.2 You may provide feedback voluntarily; we may use it to improve the Service without obligation or compensation, provided we do not identify you without consent.

8.3 The Service incorporates open-source software components licensed under their respective terms. The required notices and attributions are listed at https://www.fidalab.io/legal/third-party-notices. Open-source components do not receive Customer Content.

9. Fees

9.1 During beta, the Service is provided free of charge unless otherwise agreed in writing. We may introduce paid plans on notice; continued use after fees take effect constitutes acceptance.

10. Warranties and disclaimers

10.1 The Service is provided "as is" and "as available". To the maximum extent permitted by law, we exclude all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, and any warranty that the Service will be uninterrupted, error-free, or secure.

10.2 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

11. Limitation of liability

11.1 Excluded losses. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, business, goodwill, or data, however arising, even if advised of the possibility. For clarity, losses arising from reliance on the Output contrary to Clause 7 are excluded losses.

11.2 Cap. Each party's total aggregate liability arising out of or in connection with these Terms is capped at the greater of (a) the fees paid by you to Fidalab in the 12 months preceding the first event giving rise to liability, and (b) HKD 1,000 (a nominal cap applicable while the Service is free).

11.3 Clause 11 does not apply to your breach of Clause 4.3 (warranty of upload rights), your breach of Clause 5, or either party's liability under Clause 10.2.

11.4 Indemnity. You will indemnify us against third-party claims arising from your breach of Clause 4.3, including claims that Customer Content was uploaded without the necessary rights or consents.

12. Confidentiality

Each party will keep the other's confidential information confidential and use it only to perform these Terms. Customer Content is your confidential information. This clause survives termination.

13. Suspension and termination

13.1 You may stop using the Service and delete your account at any time.

13.2 We may suspend or terminate access for material breach, security risk, or legal requirement, and may discontinue the beta on 30 days' notice.

13.3 On termination, we will delete Customer Content in accordance with Clause 6 and the DPA, save for records we are legally required to keep.

14. Changes to these Terms

We may update these Terms by posting a revised version with a new "Last updated" date and, for material changes, notifying you by email or in-app notice. Continued use after the effective date constitutes acceptance.

15. General

15.1 These Terms, the Privacy Policy, and the DPA are the entire agreement between the parties concerning the Service.

15.2 Neither party is liable for failure caused by events beyond its reasonable control.

15.3 You may not assign these Terms without our written consent; we may assign to an affiliate or in connection with a merger or sale of the business.

15.4 If any provision is held invalid, the remainder continues in force. No waiver is effective unless in writing.

15.5 These Terms may be made available in other languages for convenience. The English version prevails in case of any inconsistency.

16. Governing law and jurisdiction

These Terms are governed by the laws of the Hong Kong Special Administrative Region, and the parties submit to the exclusive jurisdiction of the Hong Kong courts.

17. Contact

Mentalok (Hong Kong) Limited, trading as Fidalab, DW 543-18, Unit 501-518, 5/F, Building 19W, No. 19 Science Park West Avenue, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong, info@mentalok.io.

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