Terms & Conditions

These Terms and Conditions govern your access to and use of the document drafting software and related services operated by Folio Bay, located at 8/F, 35 Des Voeux Road Central, Central, Hong Kong. Please read them carefully before using the platform. By accessing the service, you agree to be bound by these terms.

1. Definitions

For the purposes of this Agreement, the following terms carry the meanings set out below:

• "Service" means the Folio Bay document drafting platform, including the structured editor, clause library, comment-thread functionality, version management, export tools, and any related features made available under a subscription or engagement.
• "User" means any individual who accesses or uses the Service under a seat allocated through a purchased plan.
• "We / Us / Our" refers to Folio Bay, the operator of the Service.
• "Content" means documents, clauses, comments, notes, and any other material created, uploaded, or stored by a User within the Service.
• "Agreement" means these Terms and Conditions together with any applicable plan description or engagement letter.
• "Seat" means a single licensed user position within a subscription plan.
• "Workspace" means the shared drafting environment provided under a Team Workspace Plan.

2. Acceptance of Terms

By registering an account, activating a seat, or using any part of the Service, you confirm that:

• You are at least 18 years of age and have the legal capacity to enter a binding agreement under the laws of Hong Kong.
• If acting on behalf of a company or legal entity, you have the authority to bind that entity to this Agreement.
• You have read, understood, and agree to comply with these Terms and Conditions.

If you do not agree with any part of these terms, you must not use the Service.

3. Service Description

Folio Bay provides document drafting software designed for legal, compliance, and professional drafting contexts. The platform includes:

• A structured editor with outline-driven document composition.
• A clause library with optional versioning and custom taxonomy.
• Comment-thread support for collaborative review.
• Version snapshots and audit-trail exports.
• Export profiles covering Word and PDF formats.
• Admin reporting and role-based access controls (Team plan).
• Custom clause library configuration (separate engagement).

Service Availability

We aim to keep the Service accessible during normal business hours and beyond, but we do not warrant uninterrupted availability. Scheduled maintenance may occasionally affect access; we provide advance notice where practicable.

Geographic Scope

The Service is operated from Hong Kong and is intended primarily for users in the Hong Kong SAR and other jurisdictions where use of the platform is lawful. Users are responsible for ensuring their use complies with applicable local laws.

4. User Accounts

Registration

Access to the Service requires registration and activation of a seat under an applicable plan. You must provide accurate and complete information during registration and keep that information up to date.

Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity conducted under your account. You must notify us promptly at [email protected] if you become aware of any unauthorised access.

Account Termination

We may suspend or terminate your account if we determine that your use violates these Terms, poses a risk to other users or the platform's integrity, or if your subscription lapses without renewal. Section 12 sets out further details.

5. User Responsibilities

Acceptable Use

You agree to use the Service solely for lawful professional drafting purposes consistent with its intended design. You must not:

• Upload or transmit content that infringes the intellectual property rights of third parties.
• Use the Service to store or process information that you are not authorised to handle.
• Attempt to access areas of the platform beyond your licensed permissions.
• Introduce malicious code, scripts, or processes that could disrupt the platform or other users.
• Share your seat credentials with individuals not covered under your plan.
• Use automated tools to extract content from the clause library in bulk without written consent.
• Misrepresent your identity or the nature of your organisation.

Content Accuracy

You bear responsibility for the accuracy and legal adequacy of documents and clauses you draft using the Service. The platform provides drafting tools; it does not constitute legal advice and does not verify the legal effect of any document you produce.

6. Intellectual Property

Our Rights

All software, design elements, pre-built clause content, documentation, and other materials forming the Service are the intellectual property of Folio Bay or its licensors. Nothing in these Terms transfers ownership of that property to you.

Your Licence

Subject to payment of applicable fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal professional drafting purposes only. This licence does not extend to reselling, sublicensing, or redistributing the platform or its built-in clause content.

Your Content

You retain ownership of documents and custom clauses you create within the Service. By storing Content on the platform, you grant us a limited licence to process and store that Content solely for the purpose of operating the Service on your behalf. We do not use your Content for our own commercial purposes.

7. Payment Terms

Fees and Currency

All fees are quoted and invoiced in Hong Kong Dollars (HKD). Current plan pricing is:

• Solo Drafter Plan: HKD 880 per seat.
• Team Workspace Plan: HKD 7,500 per month.
• Custom Clause Library Setup: HKD 4,200 per engagement.

Payment Methods

Payment is accepted via bank transfer, major credit cards, and other methods confirmed at the point of purchase. Full payment is required before access is activated unless otherwise agreed in writing.

Refund Policy

Fees paid for subscription plans are generally non-refundable once access has been activated. For Custom Clause Library engagements, fees paid for completed work sessions are non-refundable. If we are unable to deliver a service due to circumstances on our end, we will assess a suitable remedy on a case-by-case basis. Requests should be directed to [email protected].

Late Payment

Access to the Service may be suspended if invoices remain unpaid beyond the agreed due date. We will provide reasonable notice before suspension takes effect.

8. Service-Specific Terms

Solo Drafter Plan

This is a single-seat subscription. The plan covers the structured editor, basic clause library access, comment-thread functionality, and standard Word and PDF export. Onboarding documentation and a recorded walkthrough are included. The seat may not be shared or transferred to another individual without prior written consent.

Team Workspace Plan

This plan covers a defined number of seats within a shared workspace. The precise seat count and any additional configuration are confirmed at purchase. Role-based permission settings are the responsibility of the account administrator. Implementation hours and onboarding are scheduled by mutual agreement after payment. Quarterly check-ins are conducted by our customer-success team and may be rescheduled with reasonable notice from either party.

Custom Clause Library Setup

This is a scoped engagement with defined deliverables agreed before work commences, covering taxonomy design, naming conventions, drafting guidance, approval rules, and a maintenance handover document. Content sessions are conducted remotely or in person at our address. Scope changes requested after work has started may be subject to additional fees, to be confirmed in writing before proceeding.

9. Disclaimers

The Service is provided on an "as available" basis. To the fullest extent permitted by Hong Kong law, we disclaim:

• Any warranty that the Service will meet every specific requirement you may have.
• Any warranty that output produced using the Service will be legally effective, enforceable, or suitable for any particular purpose.
• Any representation that use of the platform constitutes legal advice or substitutes for advice from a qualified legal professional.
• Any warranty of fitness for a particular purpose beyond general professional document drafting.

You are responsible for reviewing all documents produced using the Service before relying on them professionally.

10. Limitation of Liability

To the extent permitted by applicable law, our total aggregate liability to you for any claim arising out of or in connection with these Terms or your use of the Service shall not exceed the fees you paid to us in the three months preceding the event giving rise to the claim.

We are not liable for:

• Indirect, consequential, or special loss or damage.
• Loss of data resulting from failure to maintain appropriate backups on your part.
• Business interruption losses caused by temporary unavailability of the Service.
• Any loss arising from your reliance on documents produced without independent legal review.

Force Majeure

We are not liable for delays or failures resulting from circumstances outside our reasonable control, including network outages, infrastructure failures of third-party providers, or regulatory action.

11. Indemnification

You agree to indemnify and hold harmless Folio Bay, its officers, and staff from claims, losses, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms.
• Content you create or store in the Service that infringes third-party rights.
• Your misuse of the platform in a manner not permitted under these Terms.
• Any claim by a third party arising from documents you produced using the Service.

12. Termination

By You

You may discontinue use of the Service and request account closure by contacting [email protected]. Termination does not entitle you to a refund of fees already paid unless a specific arrangement has been agreed in writing.

By Us

We may terminate or suspend your access with reasonable written notice for material breach of these Terms, non-payment, or conduct that poses a risk to the platform or other users. In cases of serious breach, suspension may be immediate pending investigation.

Effects of Termination

On termination, your right to access the Service ends. You may request an export of your stored Content within 30 days of the termination date, after which we may delete it. Sections 6 (IP), 9 (Disclaimers), 10 (Liability), 11 (Indemnification), and 13 (Disputes) survive termination.

13. Dispute Resolution

Governing Law

These Terms are governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China.

Jurisdiction

You agree that the courts of Hong Kong SAR shall have non-exclusive jurisdiction over any dispute arising from these Terms or your use of the Service.

Informal Resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve the dispute informally. Disputes should be raised in writing to [email protected]. We aim to respond within 10 business days and will work in good faith toward a resolution.

Mediation

If informal resolution is not achieved within 30 days, either party may request mediation through the Hong Kong International Arbitration Centre (HKIAC) or another agreed mediator before commencing court proceedings.

14. General Provisions

• Entire Agreement: These Terms, together with applicable plan or engagement descriptions, constitute the entire agreement between you and Folio Bay regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.
• Waiver: Our failure to enforce any provision on a given occasion does not constitute a waiver of our right to enforce it in future.
• Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights in connection with a business transfer or reorganisation.
• Notices: Notices from us to you will be sent to the email address registered on your account. Notices from you to us should be directed to [email protected].

15. Changes to Terms

We may revise these Terms from time to time. Where changes are material, we will notify registered users by email at least 14 days before the revised terms take effect. The updated terms will be published on our website with a revised "Last Updated" date.

Continued use of the Service after the effective date of revised terms constitutes your acceptance of those changes. If you do not agree to revised terms, you may terminate your account before they take effect.

16. Contact Information

For questions regarding these Terms or your rights under this Agreement, please contact us at: