Terms of Service

1. Acceptance of terms

These Terms form a binding agreement between you and LABs21 Innovation Limited. Your access to or use of any part of the Services constitutes acceptance of these Terms.

2. Description of services

We provide AI agent consultancy, Forward Deployed Engineering, digital training, and related Software-as-a-Service (SaaS) products (including agents-stack, Terminal, ARC, and others). The specific features, scope, and limitations of the Services are as displayed on our website, documentation, or account interface at the time.

We reserve the right to modify, suspend, or discontinue any or all of the Services at any time (including for maintenance, security, or business reasons).

3. Account registration and security

• You must provide accurate and complete registration details and keep them up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• If you become aware of any unauthorized use, notify us immediately.
• We may suspend or terminate an account for breach of these Terms, fraud, security risk, or other reasonable cause.

4. Subscriptions, fees, and payment

• The Services may offer free trials, free plans, or paid subscriptions. Pricing, billing cycles, and features for paid plans are as displayed at the time of subscription.
• You authorize us (or our payment processor) to charge fees according to your subscription plan. Unless stated otherwise, fees are generally non-refundable.
• We may adjust pricing and will provide advance notice (e.g. by email or in-account notification). New prices apply at renewal.
• Late payment may result in suspension of the Services. You are responsible for all applicable taxes.

5. License and restrictions on use

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for internal business purposes only.

You must not:

• Reverse engineer, decompile, crack, or otherwise attempt to obtain the source code or underlying structure of the Services
• Use the Services for any illegal, infringing, harmful, or unlawful purpose
• Interfere with the normal operation of the Services, conduct stress testing, or attempt to bypass security measures
• Resell, sublease, or otherwise make the Services available to third parties (unless expressly permitted by us)
• Upload malware, conduct phishing, or engage in other harmful behaviour
• Collect data on other users or perform automated scraping (unless expressly permitted by us)

6. User content and data

You retain all rights to the data and content you upload to the Services ("User Content"). You grant us a global, non-exclusive, royalty-free license to host, process, transmit, and display User Content as needed to provide the Services.

You warrant that you hold the necessary rights to User Content, and that User Content does not infringe any third-party rights or violate any law. We are not responsible for User Content.

For the processing of personal data, see our Privacy Policy. If you are an enterprise customer uploading third-party personal data to the Services, you confirm that you have obtained the necessary consent or have another lawful basis, and agree that we act as a data processor where applicable.

7. Intellectual property

All intellectual property rights in the Services (including software, interfaces, documentation, trademarks, logos, etc.) belong to us or our licensors. These Terms do not transfer any intellectual property rights to you. You must not remove any copyright, trademark, or other proprietary notices.

Our open-source products (e.g. agents-stack, Terminal) are governed by the separate license terms in their respective open-source repositories, which take precedence over these Terms where applicable.

8. Third-party services and integrations

The Services may integrate with third-party services. We are not responsible for the availability, security, or behaviour of third-party services. Your use of third-party services is subject to their respective terms.

9. Disclaimer

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we provide no warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. We do not warrant that the Services will fully meet your requirements, be error-free, or continuously available.

10. Limitation of liability

To the maximum extent permitted by law:

• We and our affiliates, directors, employees, and agents are not liable for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, data, or goodwill), whether based on contract, tort, or any other theory.
• Our total liability to you is capped at the total fees you actually paid us in the 12 months preceding the event giving rise to the claim (or, for free users, HKD 0 or the minimum amount permitted by law).

Some jurisdictions may not allow these limitations, in which case they apply only to the extent permitted by law.

11. Indemnity

You agree to defend, indemnify, and hold harmless us and our affiliates from any claims, losses, damages, and expenses (including reasonable legal fees) arising from your use of the Services, your breach of these Terms, your infringement of others' rights, or your User Content.

12. Termination

• You may terminate your subscription or account at any time via account settings or by contacting us.
• We may suspend or terminate your access at any time for breach of these Terms, prolonged inactivity, legal requirements, or other reasonable cause.
• Upon termination, your right to access the Services ends immediately. We may delete your data after a reasonable period (see the Privacy Policy). Fees already paid are generally non-refundable.

13. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Any dispute arising from these Terms should first be resolved by friendly negotiation; if negotiation fails, it shall be submitted to the exclusive jurisdiction of the Hong Kong courts.

14. Changes to these Terms

We may update these Terms from time to time. For material changes, we will notify you via website announcement, email, or other reasonable means. Continued use of the Services constitutes acceptance of the updated Terms. If you disagree, you should stop using the Services.

15. General provisions

• If any provision of these Terms is held to be invalid, the remaining provisions continue in effect.
• Our failure to exercise any right does not constitute a waiver.
• You may not assign your rights under these Terms; we may assign freely.
• These Terms constitute the entire agreement between the parties and supersede all prior related agreements or communications.

16. Contact us

For any questions, please contact:

• Email: [email protected]
• Company: LABs21 Innovation Limited