Terms of service

These terms are the agreement between you and Fidell for the Fidell website at fidell.ai and the Fidell application at fidell.app. Fidell is operated by [LEGAL ENTITY] (ABN [ABN]), Melbourne, Australia.

You accept these terms when you create a Fidell account by ticking the box that says you agree to them. We keep a record of the version you accepted and when. If you accept for a business, you confirm that you are authorised to bind it, and “you” means that business. Visiting fidell.ai or applying for the pilot does not bind you to these terms; the privacy policy explains what we do with a pilot application.

1. The service

Fidell is tender management software for residential builders. It reads the tender documents you upload, proposes a scope of works trade by trade, drafts requests for quote, sends the ones you approve from your own email address, tracks and matches the replies, drafts chases, compares quotes and assembles a tender submission from what you have carried. It sorts your mail by job and by purpose. It can add each tender’s dates to your calendar. It files documents into your cloud drive as they come in. It works through the email account you connect.

While these terms apply, you and the people you authorise in your business may use Fidell for your business’s tenders.

2. Your account

• You must be 18 or over and using Fidell for a business.
• You sign in with a Google or Microsoft account. Keep it secure. You are responsible for what is done under your account, unless it results from our breach of these terms.
• Tell us promptly if you believe your account has been used without your authority.
• If you invite people from your business to Fidell, each uses their own sign-in, these terms apply to their use, and you are responsible for what they do in it. You may use Fidell for the related companies and trusts through which you run your building business. Each person connects their own mailbox. Mail Fidell files to a project is shared with the people working on that project; nothing else in anyone’s mailbox is.

3. Your email account

You authorise Fidell to read and send email through the account you connect, within the permissions you grant on Google’s or Microsoft’s consent screen and as described in our privacy policy. You can withdraw that authority at any time from your Google or Microsoft account.

Fidell drafts. Only you send. Fidell never sends a message without you reviewing it and pressing send. What you send is sent under your name and from your address, and you are responsible for its content, as you would be for any email you send.

If a message Fidell sends differs from what you approved — a different recipient, attachment or wording — because of a fault in Fidell, that is our responsibility, not yours, and we will tell you as soon as we know.

Fidell never deletes. Some of the permissions Fidell holds would let an app delete things: Microsoft’s mail permission, and the calendar and file permissions. Fidell never deletes your mail, your calendar events or your files, and never moves mail to Deleted Items.

Before Fidell reads your mail you can name senders and subject words to skip, and Fidell never opens or keeps mail that matches them. Use this to keep out mail Fidell does not need, such as payroll, medical, banking or family correspondence.

4. Your content

4.1 What it is. “Your content” means the tender documents you upload, the mail Fidell reads from the mailbox you connect, the quotes, contacts and records in your account, and everything Fidell produces for you from them: scopes, RFQs, chases, comparisons, worksheets and submissions.

4.2 It stays yours. As between you and us, your content is yours. We claim no ownership of it and get no rights in it except the licence in 4.3. Much of it was written by others — architects’ and engineers’ drawings and specifications, your trades’ quotes, your clients’ documents — and their rights in it stay with them.

4.3 The licence you give us. You give us a non-exclusive, royalty-free licence to store, copy, process, display and transmit your content only to provide Fidell to you, including supporting and securing it, and to improve Fidell as 4.6 and section 6 describe, and no wider. That includes sending the text of the tender documents you upload, and of the quotes you receive, to our AI provider to be read (section 6). The licence ends when your content is deleted from our systems, except for de-identified material already used under 4.6, which no longer identifies you.

4.4 What you confirm. You confirm that you are entitled to upload the documents you upload, including documents prepared by architects, engineers and clients, and to have Fidell process them as 4.3 describes; and that the mailbox you connect is yours, or your business’s, to connect.

4.5 Using what Fidell produces. You can use everything Fidell produces for you however you choose, during and after your time with Fidell — including Fidell’s trade categories and standard inclusions and exclusions where they appear in your RFQs and submissions.

4.6 Improving Fidell. We may use information about how Fidell is used — for example which features are used and how long a pack takes to read — and, with everything that identifies you, your business, your clients and your trades removed, what you create and upload in Fidell, to run and improve Fidell, including its AI (section 6). It never includes anything from your mailbox.

4.7 Copies and deletion. You can ask for a copy of your project records at any time, and ask us to delete your data (see the privacy policy). Withdrawing Fidell’s access to your Google or Microsoft account stops Fidell reading new mail; it does not by itself erase mail already collected. Ask us and we will.

4.8 Keep your own copies. Fidell is not a backup service. Keep your own copies of anything you must be able to produce later, including the tender documents and every submission you send.

5. Drafts, scopes, totals and your judgment

Fidell prepares work for you to review: scopes read from documents, requests for quote, chases, comparisons and totals. It is built to ask rather than guess, to show the source of every figure, and to mark what it does not know. It is still an aid to your judgment, not a substitute for it.

• You are responsible for reviewing everything before it is sent to a trade or given to a client, including the accuracy and completeness of any scope, quantity or price.
• Fidell does not read drawn geometry and does not interpret drawings on its own. A quantity it shows is read from the text of your documents, entered by you, or measured by you: you draw the measurement on the sheet and Fidell converts it using that sheet’s scale, and the line records that its quantity came from take-off. Confirm the scale before you rely on a measured quantity. Anything unresolved is shown as such.
• Totals include only what they say they include. A total marked incomplete is incomplete.
• Fidell does not provide legal, financial, engineering or contract advice.

6. How Fidell uses AI

(a) What the AI reads. Fidell uses an AI model, from the provider named in our privacy policy, to read the text of the tender documents you upload and propose a scope, and to read the quotes you receive by email so they can be compared against it. It is given nothing else of yours.

(b) Your mail is read only to do your work. Apart from the quotes in (a), nothing Fidell reads from your mailbox is sent to an AI model, and nothing from it is used to train or improve one.

(c) Training. Nothing from your mailbox — your mail, its attachments, or the quotes and figures read from them — is ever used to train, fine-tune or improve any AI model, ours or anyone else’s. What you create and upload in Fidell may be, once de-identified as 4.6 describes: today to test and refine the instructions our AI model follows, and in future to train Fidell’s own models. It is never sold or given to another company to train its models, and under its commercial terms our AI provider may not train its models on what we send it.

(d) AI output is a draft. An AI model can misread a document, miss something, or be confidently wrong. That is why Fidell works as section 5 describes, and why what it proposes is a draft for your review — not legal, financial, engineering or contract advice.

(e) You decide. Fidell does not make decisions for you. Every contact it proposes, every scope line, every RFQ and every submission waits for your approval.

7. Confidentiality

Your tender numbers are the most sensitive thing you give us. This section is our promise about them.

(a) What is confidential. Everything in your account is confidential to you: your tender documents; your prices, margins, allowances and preliminaries; the quotes and rates your trades give you; your submissions; your contacts; and your correspondence. So is anything else you give us that you would reasonably expect us to keep confidential.

(b) How we use it. We use your confidential information to provide Fidell to you and, only once de-identified, to improve Fidell as 4.6 and section 6 describe. People at Fidell look at it only when you ask us to (for example, to help with a problem you have reported), when it is necessary to keep Fidell secure or to investigate abuse, or when the law requires it.

(c) Who we disclose it to. Only the providers listed in our privacy policy, to the extent each needs it to run Fidell for you and under an obligation to protect it; anyone the law requires us to disclose it to — and we will tell you first, where the law allows, so you can object; and anyone you ask us to disclose it to.

(d) Never disclosed to another customer. We never show or disclose one customer’s prices, rates, margins, quotes, documents or contacts to another customer. Anything learned from them reaches other customers only through Fidell’s de-identified improvements (section 6), never in a form that identifies you, your clients, your trades or your projects.

(e) If it is exposed. If we become aware that your confidential information has been accessed or disclosed without authority, we will tell you without delay, and in any case within [TBD: 72] hours, with what we know and what we are doing about it.

(f) Our information. Keep confidential anything non-public we tell you about Fidell, such as unreleased features or pricing offered only to you. You are always free to say that you use Fidell and what you honestly think of it.

(g) Exceptions. Apart from your account content, which we always treat as confidential, information is not confidential under this section if it is public (other than through a breach of this section), or the party receiving it already had it or developed it independently.

(h) How long. These obligations continue after the agreement ends, for as long as either of us holds the other’s confidential information.

8. Personal information you give us

This section covers personal information about other people that you bring to Fidell, or that Fidell collects for you through the mailbox you connect — your subcontractors, suppliers and consultants, the people in your correspondence, and anyone named in your tender documents, such as your client. We call it personal information we hold for you. Information about you as an account holder is covered by our privacy policy.

1. You decide; we act for you. You decide why this information is collected and what it is used for. We handle it on your behalf, only to provide Fidell to you and only on your instructions — these terms, the features and settings you use, and anything else you ask of us in writing. If we think an instruction would break Australian privacy law, we will tell you.
2. Never sold, never used for our own ends. We do not sell, rent or trade it, use it for advertising, or use it to market to anyone.
3. Our people. Only Fidell people who need access to run and support the service have it, and each is bound to keep the information confidential.
4. Security. We take reasonable steps to protect it from misuse, interference and loss, and from unauthorised access, modification or disclosure, and we will not materially reduce the overall protection while you use Fidell. It is encrypted in transit and at rest.
5. Where it is kept, and who else handles it. It is stored in Australia, on Amazon Web Services in Sydney, except as our list of service providers at fidell.ai/privacy says. Each provider on that list is bound by written terms to use the information only to provide its service to us, and to protect it, and we are responsible for what they do with it as if we had done it ourselves. We send it outside Australia only to the providers, and the countries, on that list.
6. Changes to that list. We will email you at least [TBD: 30] days before a new provider starts handling personal information we hold for you. If an emergency means we must act sooner to keep Fidell secure, lawful or available, we will tell you as soon as we can. If you object on reasonable privacy grounds and we cannot resolve it, you may close your account and we will refund any fees you prepaid for tenders you have not used.
7. Requests from the people concerned. If someone asks us for access to, or correction of, information we hold for you, we will tell you promptly and help you respond. We will answer them ourselves only if you ask us to or the law requires it.
8. Data breaches. If we become aware that personal information we hold for you has been accessed or disclosed without authorisation, or lost, we will tell you without undue delay and within [TBD: 72] hours, with what we know then, and more as we learn it. We will work with you on the assessment the Notifiable Data Breaches scheme requires, and agree which of us notifies the Office of the Australian Information Commissioner and the people affected, so it is done once and done properly.
9. When you leave. When you close your account you can export your project records for 30 days. After that we delete the personal information we hold for you within [TBD: N] days, and it leaves our backups as they roll over. If the law requires us to keep something, we will tell you what, keep it protected, and use it for nothing else.
10. Your part. You confirm you are entitled to give us this information and to have Fidell handle it as these terms describe. Please do not upload health or other sensitive information that a tender does not need.
11. How this section fits. If it conflicts with the rest of these terms about personal information we hold for you, this section applies. If your business needs these terms as a separately signed agreement, email support@fidell.ai.

9. The pilot

(a) Fidell is running a pilot with a small group of builders. Places are by application, and features will be added, changed or withdrawn during the pilot. Section 17 says how we tell you about changes that matter.

(b) Your first two tenders on the pilot are free, if you upload their packs within three months of your setup; any you haven’t used by then lapse. After that, each tender is charged as section 10 describes: you see the price when you upload a tender’s pack, and nothing is charged unless you confirm it.

(c) Expect rough edges, and check Fidell’s work before you rely on it, as section 5 describes. The pilot does not reduce your rights under the Australian Consumer Law, or our obligations on confidentiality, security and privacy.

(d) We may end the pilot, or your place in it, on at least 30 days’ notice — sooner only in the cases in section 18.2. You keep the export rights in section 18.4.

(e) We would like your feedback, but you do not have to give it. If you do, we may use it to improve Fidell without paying you, and we will not identify you or reveal your content in doing so.

(f) Please do not publish screenshots or details of unreleased features without asking us first. You are always free to say that you use Fidell and what you honestly think of it.

(g) Until Google completes its review of Fidell, Google limits how long Fidell’s access to your mailbox lasts, so you may be asked to reconnect it from time to time.

10. Fees

Card payments are taken by our payment processor, Stripe, under its own terms. Fidell never sees your full card number, and nothing is charged when you sign up.

Fidell is priced per tender. The price is shown in the app when you upload a tender’s pack, before Fidell reads it, and you confirm each charge before it is made. Nothing is charged automatically. Prices are in Australian dollars.

What a tender is. A tender is one job’s tender. Every revised tender pack for that job within six months of the first pack you upload for it is part of the same tender. A re-tender of the job more than six months after that first pack, or a variation you price separately, is a new tender.

The price shown when you confirm a tender is the price for that tender; a later price change never applies to a tender you have already confirmed. We will tell you at least 30 days before a new price applies. If we end the service, or cannot provide it, for a tender you have paid for, we refund what you paid for that tender.

11. Acceptable use

• Use Fidell only for lawful purposes and only for your own business’s tenders.
• Do not send unsolicited or misleading mail through it, or mail on behalf of anyone who has not authorised you.
• Do not attempt to access another customer’s data, probe or disrupt the service, or reverse engineer it, except as the law allows or as the security paragraph below permits.
• Do not upload material you have no right to upload.
• You are the sender of every message Fidell sends from your mailbox. You are responsible for complying with the Spam Act 2003 (Cth), including having consent to email the recipient and identifying yourself accurately.

We may set reasonable limits — for example on pack size, or how often a pack is re-read — so Fidell keeps working for everyone. Any limit is shown in the app before it affects you.

Security research. If you believe you have found a security issue, tell us at support@fidell.ai. We will acknowledge within two business days. We will not take action against good-faith research that tests only accounts you own, does not access, change or keep anyone else’s data, does not disrupt the service, and gives us reasonable time to fix the problem before you talk about it publicly. Our security contact is also published at fidell.ai/.well-known/security.txt.

12. Google, Microsoft and our other providers

(a) Your email account. If other people use the mailbox you connect, let them know Fidell is connected. If your business uses Google Workspace, your administrator may need to allow Fidell; if it uses Microsoft 365, an administrator will usually need to approve Fidell before it can read mail, and Fidell gives you a link to send them.

(b) Their terms. Your use of Google’s and Microsoft’s services remains subject to their own terms, which are between you and them.

(c) Our providers. We choose the providers listed in our privacy policy to host Fidell and to read tender documents, and we are responsible for how they handle your content on our behalf.

(d) What we are responsible for. We are responsible for the security of Fidell’s connection to your mailbox: the access credentials Fidell holds and everything Fidell does with them. We are not responsible for Google’s or Microsoft’s own services (section 16).

(e) Changes by Google or Microsoft. Either can change or restrict its services. If a change affects what Fidell can do for you, we will tell you as soon as we can.

13. Our intellectual property and trade marks

Fidell and its software, design and trade taxonomy remain ours. Your content remains yours (section 4), and you can use what Fidell produces for you as section 4.5 describes. If you give us feedback we may use it as section 9(e) describes.

Fidell and the Fidell logo are our trade marks. You are welcome to say that you use Fidell; please ask us before using our logo. Google, Gmail and Google Workspace are trade marks of Google LLC. Microsoft, Microsoft 365 and Outlook are trade marks of the Microsoft group of companies. Fidell is not endorsed by, sponsored by or affiliated with Google or Microsoft.

If someone tells us that content in your account infringes their rights, we will tell you and give you a chance to respond. We will restrict access to it only if the law requires, or the claim is clearly made out, and we will not delete your content without telling you.

14. Indemnities

(a) From us. If someone claims that your use of Fidell, as these terms allow, infringes their intellectual property rights, we will defend the claim and pay any damages and costs awarded against you, or agreed by us in a settlement. This does not cover claims arising from your content, from anything you changed or combined with Fidell, or from use in breach of these terms. If such a claim is made or likely, we may change Fidell so it no longer infringes, get you the right to keep using it or, if neither is reasonably possible, end the affected part of the service and refund what you paid for any tender you have not finished.

(b) From you. You will indemnify us against reasonable loss and costs we incur from a claim by someone else that arises because you uploaded content you were not entitled to upload (for example, drawings you had no right to use); because a message you sent through Fidell broke the law, such as the Spam Act 2003 (Cth), or someone’s rights; or because you used Fidell in breach of section 11. This does not apply to the extent the claim arises from our breach of these terms, our negligence, or Fidell sending something other than what you approved.

(c) How claims are handled. The party seeking to be indemnified must tell the other promptly and give reasonable help, at the other’s cost. The party paying runs the defence, keeps the other informed, and will not settle on terms that admit fault for, or impose an obligation on, the other without their consent.

(d) Each party’s liability under this section is subject to section 15.5.

15. Warranties and liability

15.1 Rights the law gives you. Fidell comes with guarantees under the Australian Consumer Law that cannot be excluded. Nothing in these terms excludes, restricts or modifies those guarantees, or any other right or remedy the law does not allow to be excluded.

15.2 Limiting our consumer-guarantee liability. Fidell is a service for businesses, not of a kind ordinarily acquired for personal, domestic or household use. So if we fail to meet a consumer guarantee, our liability is limited, at our option, to supplying the service again or paying the cost of having it supplied again — unless it is not fair or reasonable for us to rely on this limit.

15.3 What we do and do not promise. We provide Fidell with due care and skill. But Fidell prepares work for your review (section 5), and we do not promise that any scope, draft, comparison, quantity or total it produces is complete or free of error.

15.4 Losses neither of us is liable for. Neither of us is liable to the other, however it arises, for loss of profit, revenue, a tender or contract, business opportunity or goodwill. This does not apply to a breach of section 7 or of our security obligations, to amounts payable under section 14, or to fraud or wilful misconduct.

15.5 Limit on each party’s liability. Each party’s total liability to the other for all claims arising out of or in connection with these terms or Fidell — in contract, in negligence or other tort, under statute or otherwise — is limited to the greater of (a) the fees you paid us in the 12 months before the event that gave rise to the claim and (b) A$[TBD: floor]. For claims under section 7, our security obligations or section 14, the limit is the greater of [TBD: multiple] times (a) and A$[TBD: higher floor]. There is no limit for fraud or wilful misconduct, or where the law does not allow one.

15.6 Shared responsibility. Each party’s liability is reduced to the extent the other party caused or contributed to the loss.

16. Events outside our control

(a) Neither of us is responsible for failing, or being late, to do something under these terms if the cause is outside that party’s reasonable control and could not reasonably have been avoided — for example fire, flood, pandemic, war, industrial action, a failure of the internet or the power supply, or a failure or suspension of a service Fidell depends on, such as Google or Microsoft restricting Fidell’s access to your mailbox, or an outage at our AI or hosting provider.

(b) This does not cover an event caused by the affected party’s own breach. If Google or Microsoft restricted Fidell’s access because we had broken their rules, that would be our responsibility. Nothing in this section excuses us from keeping your content secure and confidential.

(c) The affected party will tell the other promptly, do what it reasonably can to limit the effect, and resume as soon as it can.

(d) If Fidell cannot send through your mailbox, your drafts and records stay available in Fidell, so you can copy any RFQ or chase and send it yourself.

(e) If an event stops Fidell working for you for more than 30 days in a row, either of us may end the agreement by notice, and we will refund what you paid for any tender you could not finish.

17. Changes to Fidell and to these terms

17.1 Changes to Fidell. Fidell is in beta and will keep changing. If a change will materially reduce what Fidell does for you, we will tell you at least 30 days before it takes effect. We can do it sooner only if security, the law or a provider such as Google requires it, and then we will tell you as soon as we can.

17.2 Changes to these terms. We will change these terms only to reflect a change in the law or in what a regulator or Google or Microsoft requires; to reflect a change in Fidell’s features, providers or pricing; to deal with a security risk; to make them clearer; or for any other reason, if the change does not reduce your rights.

17.3 Notice. We will email you the new terms, with a summary of what has changed, at least 30 days before they take effect. A change that only benefits you, or that the law requires sooner, can take effect sooner.

17.4 If you do not agree. You can close your account before the change takes effect, with no fee or penalty, and export your records under section 18.4. A change never applies to a tender you confirmed before it took effect, unless the law requires it. If a change materially reduces your rights, we will ask you to accept it in the app before it applies to you; until you do, you can still use and export your existing tenders but cannot start a new one.

17.5 The privacy policy. This section applies to a change to the privacy policy that reduces how your information is protected, as if it were a change to these terms.

18. Suspending or ending the agreement

18.1 You can close your account at any time, in the app or by emailing us.

18.2 Suspension. We can suspend your access to Fidell, or part of it such as sending, only if: (a) your account is being used in a way that puts Fidell, other customers or anyone’s data at risk; (b) mail is being sent through Fidell in breach of section 11; (c) the law, a court, a regulator or Google or Microsoft requires us to; or (d) you have materially breached these terms and not fixed the breach within 14 days of our notice describing it. We will suspend only as much, and for as long, as is reasonably necessary. We will tell you why, unless the law prevents us, and restore access as soon as the reason has passed. While suspended you can still export your project records, unless the reason for the suspension makes that unsafe or unlawful.

18.3 When we can end the agreement. If you materially breach it and do not fix the breach within 14 days of our notice (or straight away, if the breach is serious and cannot be fixed); if the law requires us to; or on at least 30 days’ notice, for example if we stop offering Fidell. If we end it on notice, we will refund what you paid for any tender you cannot finish.

18.4 After it ends. You can export your project records for 30 days. We then delete your data as the privacy policy describes, and backup copies age out as they roll over. If the law requires us to keep something, we will tell you what and why.

18.5 What continues. Sections 4, 7, 13, 14, 15, 21 and 18.4 continue after the agreement ends.

19. Notices and electronic communications

(a) We give notices and other information about your account and these terms by email to the address on your account, or in the app. You agree to receive them electronically. They count as being in writing, and ticking or clicking to accept something in the app counts as your signature, for the purposes of the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Victoria) Act 2000.

(b) An email notice is received when it reaches the email address on your account. If we learn it did not arrive, we will try another way. Please keep that address current.

(c) Send notices to us at support@fidell.ai, or by post to [ADDRESS].

(d) We send you service messages only: about your account, your tenders and these terms. We do not send you marketing email.

20. Disputes

(a) If you have a problem with Fidell, tell us at support@fidell.ai. We will respond within 10 business days and try to resolve it with you.

(b) If we cannot resolve it within 30 days, either of us may refer it to mediation, for example through the Victorian Small Business Commission, and neither of us will start court proceedings until the mediation has ended. We each pay our own costs of the mediation and share the mediator’s fees equally.

(c) Nothing in this section stops either of us seeking urgent relief from a court, or stops you complaining to a regulator such as the ACCC or the Office of the Australian Information Commissioner.

21. Governing law

These terms are governed by the law of Victoria, Australia. You and we submit to the non-exclusive jurisdiction of the courts of Victoria, so an interstate customer is not forced to bring a claim here.

22. General

(a) If part of these terms is invalid or unenforceable, it is read down as far as needed to make it valid or, if that is not possible, severed. The rest continue.

(b) These terms, the privacy policy and anything we agree with you in writing are the whole agreement between us about Fidell. Nothing in them limits liability the law does not allow to be limited, including for misleading statements.

(c) If one of us does not enforce a right straight away, it has not given that right up.

(d) We may transfer this agreement to a business that takes over Fidell, if that business agrees to be bound by these terms and we tell you at least 30 days beforehand. You can close your account if you do not want to continue. Data from your Google or Microsoft account is transferred only with your explicit consent, as the privacy policy says.

(e) You may not transfer this agreement without our agreement, which we will not unreasonably refuse.

(f) Fidell is made for building businesses in Australia. If you use it from elsewhere, you are responsible for complying with the law where you are.

23. Privacy

How we handle personal information and Google and Microsoft user data is set out in the privacy policy, which forms part of these terms. If these terms and the privacy policy differ about personal information, whichever gives you more protection applies.

24. Contact

support@fidell.ai. Postal address: [ADDRESS].

Fidell’s use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.